Exhibit 10.7











Exhibit
10.7

 

FIRST
SECURITY GROUP, INC.

RESTRICTED
STOCK AWARD




This
RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of the 26th day
of February, 2003 by and between First Security Group, Inc. (the “Company”), a
Tennessee corporation, and _____________________________ (the
“Director”).




Upon and
subject to the Additional Terms and Conditions attached hereto and incorporated
herein by reference as part of this Award, the Company hereby awards as of the
Grant Date to the Director the Restricted Shares described below pursuant to the
First Security Group, Inc. 2002 Long-Term Incentive Plan (the “Plan”) in
consideration of the Director’s past and future services to the Company.






	 	
      A.
	
      Grant
      Date:
       .








	 	
      B.
	
      Restricted
      Shares:
      ______________ shares of the Company’s common stock (“Common Stock”), $.01
      par value per share.








	 	
      C.
	
      Vesting
      Schedule:
      The Restricted Shares shall vest or be forfeited back to the Company, as
      the case may be, according to the Vesting Schedule attached hereto as
      Schedule 1
      hereto (the “Vesting Schedule”). The Restricted Shares which have become
      vested pursuant to the Vesting Schedule are herein referred to as the
      “Vested Restricted Shares.” 







IN
WITNESS WHEREOF, the Company has signed and sealed this Award as of the Grant
Date set forth above.








	 	
      FIRST
      SECURITY GROUP, INC.
	 
	 	 	 	 
	 	
      By:
      
	 	 
	 	 	 	 
	 	
      Title:
	 	 






ATTEST:




By:
________________________________




Title:
______________________________

[CORPORATE
SEAL] 


































ADDITIONAL
TERMS AND CONDITIONS OF

FIRST
SECURITY GROUP, INC.

RESTRICTED
STOCK AWARD




1.    Restricted
Shares Held by the Share Custodian.
Director hereby authorizes and directs the Company to deliver any share
certificate issued by the Company to evidence Restricted Shares to the Secretary
of the Company or such other officer of the Company as may be designated by the
Committee (the “Share Custodian”) to be held by the Share Custodian until the
Restricted Shares become Vested Restricted Shares or, if applicable, until
forfeited, all in accordance with the Vesting Schedule. Director hereby
irrevocably appoints the Share Custodian, and any successor thereto, as the true
and lawful attorney-in-fact of the Director with full power and authority to
execute any stock transfer power or other instrument necessary to transfer the
Restricted Shares to the Company upon any forfeiture of the Restricted Shares,
in the name, place, and stead of the Director. The term of such appointment
shall commence on the Grant Date and shall continue until the Restricted Shares
are delivered to the Director as provided above or to the Company upon a
forfeiture of the Restricted Shares. Any shares of Common Stock or other
securities issued with respect to the Restricted Shares on account of an event
described in Section 5 below shall be subject to the provisions of this Award
and the Director agrees that any certificate representing such shares of Common
Stock or other securities issued as a result thereof shall be delivered to the
Share Custodian and shall be subject to all of the provisions of this Award as
if initially granted hereunder. For purposes of this Award, such shares of
Common Stock also shall be deemed to be Restricted Shares. To effect the
provisions of this Section, the Director shall complete an irrevocable stock
power in favor of the Share Custodian in the form attached hereto as
Exhibit A.




2.    Dividends
and Voting. During
the period that the Share Custodian holds the Restricted Shares subject to
Section 1 above, the Director shall be entitled to all rights applicable to
shares of Common Stock not so held, except as provided in this Award. In that
regard, the Director
shall be entitled to dividends paid on all Restricted Shares as and when
declared and paid and shall be entitled to vote the Restricted Shares unless and
until they are forfeited. 




3.    Restrictions
on Transfer of Restricted Shares.





(a)    General
Restrictions. Except
as provided by this Award, the Director shall not have the right to make or
permit to exist any transfer or hypothecation, whether outright or as security,
with or without consideration, voluntary or involuntary, of all or any part of
any right, title or interest in or to any Restricted Shares. Any such
disposition not made in accordance with this Award shall be deemed null and
void. The Company will not recognize, or have the duty to recognize, any
disposition not made in accordance with the Plan and this Award, and any
Restricted Shares so transferred will continue to be bound by the Plan and this
Award. The
Director (and any subsequent holder of Restricted Shares) may not sell, pledge
or otherwise directly or indirectly transfer (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in or any beneficial interest in any Restricted Shares except
pursuant to the provisions of this Award. Any sale, pledge or other transfer (or
any attempt to effect the same) of any Restricted Shares in violation of any
provision of the Plan or this Award shall be void, and the Company shall not
record such transfer, assignment, pledge or other disposition on its books or
treat any purported transferee of such Restricted Shares as the owner of such
Restricted Shares for any purpose.





Additional
Terms and Conditions - Page 1 of
4























(b)    Certain
Permitted Transfers. The
restrictions contained in this Section 3 will not apply with respect to
transfers of the Restricted Shares pursuant to applicable laws of descent and
distribution; provided that the
restrictions contained in this Section 3 will continue to be applicable to the
Restricted Shares after any such transfer; and provided
further that the
transferees of such the Restricted Shares must agree in writing to be bound by
the provisions of the Plan and this Award.




4.    Additional
Restrictions on Transfer.

 

(a)    In
addition to any legends required under applicable securities laws, the
certificates representing the Restricted Shares shall be endorsed with the
following legend and the Director shall not make any transfer of the Restricted
Shares without first complying with the restrictions on transfer described in
such legend



TRANSFER
IS RESTRICTED

 


	 	THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
      RESTRICTIONS ON TRANSFER AND FORFEITURE PROVISIONS WHICH ALSO APPLY
      TO THE TRANSFEREE AS SET FORTH IN A RESTRICTED STOCK AWARD, DATED
      _________________, A COPY OF WHICH IS AVAILABLE FROM THE
COMPANY.	 



 


(b)    Opinion
of Counsel. No
holder of Restricted Shares may sell, transfer, assign, pledge or otherwise
dispose of (whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) any interest in or any beneficial interest
in any Restricted Shares, except pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “Securities Act”), without
first delivering to the Company an opinion of counsel (reasonably acceptable in
form and substance to the Company) that neither registration nor qualification
under the Securities Act and applicable state securities laws is required in
connection with such transfer.




5.    Change
in Capitalization.

 

(a)    The
number and kind of Restricted Shares shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a subdivision or combination of shares or the payment of a stock dividend
in shares of Common Stock to holders of outstanding shares of Common Stock or
any other increase or decrease in the number of shares of Common Stock
outstanding if effected without receipt of consideration by the Company. No
fractional shares shall be issued in making such adjustment. All adjustments
made by the Committee under this Section shall be final, binding and
conclusive.





Additional
Terms and Conditions - Page 2 of
4




















(b)    In the
event of a merger or consolidation, extraordinary dividend (including a
spin-off), reorganization or other change in the corporate structure of the
Company or a tender offer for shares of Common Stock, an appropriate adjustment
may be made with respect to the Restricted Shares such that other securities,
cash or other property may be substituted for the Common Stock held by the
Director pursuant to the this Award.

 

(c)    The
existence of the Plan and this Award shall not affect the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Common Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or part of its business
or assets, or any other corporate act or proceeding.




6.    Governing
Laws. This
Award shall be construed, administered and enforced according to the laws of the
State of Tennessee; provided, however, no Restricted Shares shall be issued
except, in the reasonable judgment of the Committee, in compliance with
exemptions under applicable state securities laws of the state in which the
Director resides, and/or any other applicable securities laws.




7.    Successors. This
Award shall be binding upon and inure to the benefit of the heirs, legal
representatives, successors, and permitted assigns of the parties.




8.    Notice. Except
as otherwise specified herein, all notices and other communications under this
Award shall be in writing and shall be deemed to have been given if personally
delivered or if sent by registered or certified United States mail, return
receipt requested, postage prepaid, addressed to the proposed recipient at the
last known address of the recipient. Any party may designate any other address
to which notices shall be sent by giving notice of the address to the other
parties in the same manner as provided herein.




9.    Severability. In the
event that any one or more of the provisions or portion thereof contained in
this Award shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Award, and this Award shall be construed as if the invalid,
illegal or unenforceable provision or portion thereof had never been contained
herein.




10.    Entire
Agreement. Subject
to the terms and conditions of the Plan, this Award expresses the entire
understanding and agreement of the parties with respect to the subject matter.
This Award may be executed in two or more counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument.




11.    Violation. Any
disposition of the Restricted Shares or any portion thereof shall be a violation
of the terms of this Award and shall be void and without effect.








Additional
Terms and Conditions - Page 3 of
4




















12.    Headings
and Capitalized Terms.
Paragraph headings used herein are for convenience of reference only and shall
not be considered in construing this Award. Capitalized
terms used, but not defined, in this Award shall be given the meaning ascribed
to them in the Plan.




13    Specific
Performance. In the
event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Award, the party or parties who are thereby
aggrieved shall have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.




14.    No
Right to Continued Retention. Neither
the establishment of the Plan nor the award of Restricted Shares hereunder shall
be construed as giving Director the right to any continued service relationship
with the Company or any affiliate of the Company.
















Additional
Terms and Conditions - Page 4 of
4























SCHEDULE 1




FIRST
SECURITY GROUP, INC.

2002
LONG-TERM INCENTIVE PLAN

RESTRICTED
STOCK AWARD




Vesting
Schedule





	
      I.
	
      The
      Restricted Shares shall become vested in accordance with the following
      Vesting Schedule:








	 	 	 	
      Percentage
      of Restricted Shares
	 
	 	
      Months
      of Vesting Service
	 	
      which
      are Vested Restricted Shares
	 
















	II.  	
      The
      Director shall receive credit for one Month of Vesting Service for each
      full consecutive calendar month beginning ___________________ and ending
      on the date the Director is neither a director of the Company nor of any
      wholly-owned subsidiary of the Company, regardless of the reason. Except
      as provided in Paragraph III below, the Restricted Shares shall be
      forfeited if they have not become vested at the time the Director is
      neither a director of the Company nor of any wholly-owned subsidiary of
      the Company, regardless of the reason.








	III.  	
      The
      Restricted Shares also shall become Vested Restricted Shares if the
      Director ceases to serve upon the Board of Directors of the Company or the
      board of directors of any wholly-owned subsidiary prior to end of
      _______________________ by reason of his death or
    Disability.




























Schedule
1-Page of
1























EXHIBIT A







IRREVOCABLE
STOCK POWER













FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers to First Security
Group, Inc., a Tennessee corporation (the “Company”), ______ shares of the
Common Stock, $.01 par value per share, of the Company registered in the name of
the undersigned on the stock transfer records of the Company and represented by
Stock Certificate No. ____________________ of the Company; and the undersigned
does hereby irrevocably constitute and appoint
_______________________________________, his attorney-in-fact, to transfer the
aforesaid shares on the books of the Company, with full power of substitution;
and the undersigned does hereby ratify and confirm all that said
attorney-in-fact lawfully shall do by virtue hereof.








	
      Date:
	 	 	
      Signed:
	 
	 	 	 	 	 
	 	 	 	
      Print
      Name: 
	 






IN THE
PRESENCE OF:







_______________________________

(Print
Name)







_______________________________

(Signature)