EXHIBIT 10.TT


 


OMNIBUS STOCK PLAN


 


RESTRICTED
STOCK AWARD AGREEMENT


 


AGREEMENT,
made effective as of
                                 
by and between Mercantile Bankshares Corporation, a Maryland corporation (“Company”),
and                                  
(“Award Recipient”):


 


WHEREAS,
the Company maintains the Mercantile Bankshares Corporation 1999 Omnibus Stock
Plan (“Omnibus Stock Plan”) under which the Company’s Compensation Committee (“Committee”)
of the Board of Directors (“Board”) may, among other things, award shares of
the Company’s Common Stock of $2.00 par value (“Common Stock”) to such members
of the Company’s management team as the Committee may determine, subject to
such terms, conditions, or restrictions as the Committee may deem appropriate;
and


 


WHEREAS,
pursuant to the Omnibus Stock Plan, the Committee, with the approval of the
Board, has granted to the Award Recipient a restricted stock award subject to
this Agreement setting forth the terms and conditions applicable to such award
in accordance with Article 5 of the Omnibus Stock Plan; and


 


WHEREAS,
the Award Recipient desires to accept said award in accordance with the terms
and provisions of the Omnibus Stock Plan and this Agreement.


 


NOW,
THEREFORE, in consideration of the
premises and mutual covenants and agreements contained herein, the Company and
Award Recipient agree as follows:


 


1.             AWARD OF SHARES:


 


Under the terms of the
Omnibus Stock Plan, the Committee has granted to the Award Recipient, and has
caused to be recorded on the books of the Company, a restricted stock award
made on
                                 
(“Award Date”), of
                                 
shares of Common Stock (“Award Shares”) subject to the terms, conditions, and
restrictions set forth in this Agreement. 
The Award Recipient has paid to the Company a purchase price of $
                                 ,
equal to $0.01 for each Award Share granted hereunder.


 


2.                                      AWARD
RESTRICTIONS:


 


The Award Shares shall be
nontransferable and subject to forfeiture until such shares vest in accordance
with the provisions set forth below. 
Subject to Section 4 of this Agreement, the Award Shares shall become
fully vested at the end of the three-year period ending
                                 
(the “restriction period”), if the Award Recipient shall have been continuously
employed by the Company throughout such restriction


 


1





















 


period.  The number of Award Shares which may become
vested upon expiration of the  restriction
period are set forth below.


 




	
  Number of Award

  Shares Vesting

  	
   

  	
  Restriction

  Period Ending

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Upon the vesting of Award
Shares by virtue of the lapse of the restriction period set forth above or
under Section 4 of this Agreement, the Company shall deliver to the Award
Recipient (or the person or persons entitled thereto under Section 12 of this
Agreement in the event of her death) a stock certificate covering the requisite
number of vested shares registered on the Company’s books within 30 days after
vesting.  Upon receipt of such stock
certificate, the holder is free to hold or dispose of such certificate at will,
subject to any applicable securities laws or regulations governing
transferability of shares of the Company.


 


During the restriction
period and prior to vesting, Award Shares are not transferable by the Award
Recipient by means of sale, assignment, exchange, pledge, hypothecation, or
otherwise (other than by will or other instrument taking effect upon her death
or the laws of descent and distribution).


 


3.                                      STOCK
CERTIFICATES:


 


Prior to the vesting of
the Award Shares, the stock certificate(s) evidencing the Award Shares shall be
registered on the Company’s books in the name of the Award Recipient as of the
Award Date.  Physical possession or
custody of such stock certificate(s) shall be retained by the Company until
such time as the shares are vested. 
While in its possession, the Company reserves the right to place a
legend on the stock certificate(s) restricting the transferability of such
certificate(s) and referring to the terms and conditions (including forfeiture)
approved by the Committee and applicable to the shares represented by the
certificate(s).  The Award Recipient
shall deliver to the Company such number of stock powers, endorsed in blank, as
the Committee shall require with respect to the Award Shares to be held by the
Company during the restriction period.


 


Prior to the vesting of
the Award Shares, the Award Recipient shall be entitled to vote the Award
Shares and to all other rights of a holder of Common Stock of the Company,
except that cash dividends will not be paid to the Award Recipient but shall be
withheld by the Company on the following terms. 
The Company shall maintain and record a calculation of the number of
additional shares of Common Stock (“Additional Award Shares”) that the Award
Recipient would own at the end of the restriction period (or at such earlier
date on which Award Shares shall become vested under Section 4 of this
Agreement) as if cash dividends (commencing with the dividend payable in                    )
had been payable to the Award Recipient and had been reinvested in Common Stock
(including fractional shares) of the Company by her as a participant in the
Company’s Dividend Reinvestment and Stock Purchase Plan (as in effect on the
date


 


2





















 


hereof, or any such
amended or successor plan).  Upon the
vesting of the Award Shares, a certificate for the Additional Award Shares
shall be issued to the Award Recipient in the same manner as will apply to the
Award Shares and shall be deemed to be awarded as a supplemental restricted
stock award under the Omnibus Stock Plan, in consideration of the amount of
cash dividends withheld, with cash paid in lieu of any fractional Additional
Award Share.  If any Award Shares do not
become vested, the Additional Award Shares attributable thereto will not be
issued and no payments to the Award Recipient with respect to such Award Share
cash dividends will be made.


 


Any securities or other
property distributable to holders of Common Stock of the Company, other than
cash dividends, prior to the vesting of Award Shares, shall be treated in the
same way, subject to the same vesting and forfeiture conditions, as Award Shares
and shall not be distributed to the Award Recipient unless and until such Award
Shares become vested.


 


4.                                      TERMINATION
OF EMPLOYMENT:


 


If the Award Recipient’s
employment with the Company terminates due to death or total and permanent
disability or by reason of involuntary termination of her employment by the
Company in violation of any employment agreement, during the restriction
period, any Award Shares which are then subject to restriction shall become
fully vested as of such date of termination of employment.  If the employment of the Award Recipient with
the Company is terminated for any other reason during the restriction period,
no Award Shares which are then subject to restriction shall become vested and
such Award Shares shall be forfeited by the Award Recipient and revert to the
Company, without payment of any consideration to the Award Recipient.  The Committee shall have absolute discretion
(subject to any applicable laws) to determine whether an authorized leave of
absence or absence on military or government service or otherwise shall
constitute a termination of employment for purposes of this Agreement.  The Committee shall have absolute discretion
to determine whether an Award Recipient’s termination of employment is due to
total and permanent disability.  The
Committee may require the Award Recipient to provide whatever evidence the
Committee deems desirable to ascertain whether the Award Recipient is totally
and permanently disabled.


 


5.                                      WITHHOLDING
TAXES AND TAX ELECTIONS:


 


The Company shall have
the right to deduct from any compensation or any other payment of any kind
(including withholding the issuance of shares of Common Stock) due the Award
Recipient the amount of any federal, state or local taxes required by law to be
withheld as a result of the grant of the restricted stock award or the lapse of
the restriction period in whole or in part; provided, however, that the value
of the shares of Common Stock withheld may not exceed the statutory minimum
withholding amount required by law.  In lieu
of such deduction, the Company may require the Award Recipient to make a cash
payment to the Company or an Affiliate equal to the amount required to be
withheld.  If the Award Recipient does
not make such payment when


 


3





















 


requested, the Company
may refuse to issue any Common Stock certificate under this Agreement until
arrangements satisfactory to the Committee for such payment have been made.


 


The Award Recipient has
received an information letter disclosing that an election could be made under
Section 83(b) of the Internal Revenue Code of 1986, as amended, under which she
could recognize income on the grant of Award Shares at the time of the grant
and prior to the vesting of such Award Shares.


 


6.                                      IMPACT
ON OTHER BENEFITS:


 


The value of the
restricted stock award (either on the Award Date or at the time the shares are
vested) shall not be includable as compensation or earnings for purposes of any
other benefit plan offered by the Company.


 


7.                                      ADMINISTRATION:


 


The Committee or the
Board shall have full authority and discretion (subject only to the express
provisions of the Omnibus Stock Plan) to decide all matters relating to the
administration, interpretation and implementation of the Omnibus Stock Plan and
this Agreement.  All such Committee
determinations shall be final, conclusive, and binding upon the Company, the
Award Recipient, and any and all interested parties.


 


8.                                      RIGHT
TO CONTINUED EMPLOYMENT:


 


Nothing in the Omnibus
Stock Plan or this Agreement shall be construed as a contract of employment
between the Company and the Award Recipient, or as a contractual right of the
Award Recipient to continue in the employ of the Company or any affiliate.


 


9.                                      AMENDMENTS:


 


This Agreement contains
the entire agreement between the parties with respect to the subject matter
contained herein and may not be modified, except as provided in the Omnibus
Stock Plan or in a written document signed by each of the parties hereto.


 


4





















 


10.                               FORCE
AND EFFECT:


 


This Agreement is
intended to conform in all respects with, and is subject to all applicable
provisions of, the Omnibus Stock Plan (including, without limitation, the
antidilution and other provisions of Article 7), which is incorporated herein
by reference.  Inconsistencies between
the Agreement and the Omnibus Stock Plan shall be resolved in accordance with
the terms of the Omnibus Stock Plan.  In
the event of any ambiguity in the Agreement or any matters as to which the
Agreement is silent, the Omnibus Stock Plan shall govern.


 


11.                               PREVAILING
LAWS:


 


This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Maryland, without regard to the conflict of laws principles thereof.


 


12.                               SUCCESSORS:


 


This Agreement shall be
binding upon and inure to the benefit of the Company, its successors and
assigns, and the Award Recipient and his heirs, personal representatives and
assigns.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Award Recipient has hereunto
set her hand and seal, on this
           day of
                          .


 


	
  ATTEST:

  	
  Mercantile Bankshares Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  John L. Unger, Secretary

  	
   

  	
  Edward J. Kelly, III.

  
	
   

  	
   

  	
  Chairman, President & CEO

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


5





















 


STOCK
POWER


 


FOR VALUE RECEIVED, the
undersigned,
                         
an individual residing at                                                                                         ,
whose social security number is
                             ,
hereby sells, assigns and transfers unto Mercantile Bankshares Corporation or
its successor
                   
shares of Common Stock, $2.00 par value per share, of the Mercantile Bankshares
Corporation (the “Company”) standing in my name of the books of the Company,
represented by Certificate No.
                   ,
which is attached hereto, and hereby irrevocably constitutes and appoints
Mercantile Bankshares Corporation as my attorney to transfer the said stock on
the books of the Company with full power of substitution in the premises.


 


WITNESS:


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shareholder

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
						



 


1