ex10-p.htm


    Exhibit
10(p)

    


    RESTRICTED
STOCK AWARD AGREEMENT

    


    Pursuant
to the

    City
Holding Company

    2003
Incentive Plan

    


    


    This Agreement (“Agreement”) is made
this ___29th__
day of  April   
2009
(“Date of Award”), by and between City Holding Company (the “Company”)
and                                
                        
(“Participant”).

    


    WHEREAS,
the Company herby awards to Participant                  shares of Restricted
Common Stock of the Company (the “Stock Award”) effective as of      April
29, 2009       pursuant to the
provisions of the City Holding Company 2003 Incentive Plan (the
“Plan”).  Capitalized terms not defined in this Agreement shall have
the meanings set forth in the Plan.  Upon acceptance of this Award,
the Participant shall receive the number of shares of Common Stock of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan. This Award is subject to all terms and conditions set
forth in the Plan which has been adopted by the Company and which is
incorporated by reference herein. The fair market value of the Common Stock on
the date of grant of this Award is $  30.06  .

    


    As a
participant in the Plan, Participant, by his/her execution of this Agreement and
in acceptance of the Award, acknowledges that he/she has been given a copy of
the Plan, a copy of which is attached, and agrees to be bound by all the terms,
conditions, and restrictions relating to the Stock Award as set forth herein and
in the Plan. Capitalized terms used herein shall have the meaning set forth in
the plan.

    


    
      	
              1.  

            	
              Acceptance of Stock
      Award.  Upon acceptance of this Stock Award by the
      Participant,                of CHCO Restricted
      Stock will be issued electronically and allocated to the Participant’s
      Stock Plan Administration System account.  The shares of
      Restricted Stock so accepted shall be held in this account as granted by
      the Company through the vesting dates noted in Paragraph 3,
      below.  Certificates will be issued and delivered to the
      Participant only after vesting of the shares and at the Participant’s
      request.  Prior to vesting, certificates will not be issued or
      delivered to the Participant and will be retained by the
      Company.  The Participant’s name shall be entered as the
      stockholder of record on the books of the Company as of the Date of
      Award.  The Participant shall have all rights of a shareholder
      with respect to such shares, including voting and dividend rights subject
      to the restrictions and conditions specified in paragraph 2
      below.  Furthermore, Participant agrees to deliver to the
      Company a stock power, endorsed in blank, with respect to each Stock
      Award.

            


    

    


    
      	
              2.  

            	
              Restrictions and
      Conditions.  The shares of Restricted Stock granted
      herein may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of by the Participant prior to
    vesting.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	
              3.  

            	
              Vesting of Restricted
      Stock.  The restrictions and
      conditions of this Agreement shall lapse with respect to the number of
      shares shown below on the dates as
  specified.

            


    

    


    
      
        
          
            
              


              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        April
      30, 2016

                                                      	
                                                        _______
      shares

                                                      
	
                                                        April
      30, 2017

                                                      	
                                                        _______
      shares

                                                      
	
                                                        April
      30, 2018

                                                      	
                                                        _______
      shares

                                                      
	
                                                        April
      30, 2019

                                                      	
                                                        _______
      shares

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

              

Subsequent
to such Vesting Dates, the shares of Stock on which all restrictions and
conditions of this Agreement have lapsed shall no longer be deemed Restricted
Stock.  The Committee may at any time accelerate the vesting schedule
specified in this Paragraph 3 as it deems appropriate in its sole
discretion.

          

        

      

    

    


    
      	
              4.  

            	
              Termination of
      Employment.  If the employment of the Participant is
      terminated due to death or permanent disability prior to the vesting of
      shares of Restricted Stock granted herein, regardless of whether such
      Termination occurs before or after a change of control, restrictions will
      lapse, and such shares shall become fully vested, on a percentage of the
      original grant of                   
      shares in proportion to the number of days that have elapsed between April
      29, 2009 and April 30, 2019. For instance, should death occur on April 30,
      2015, restrictions will lapse with respect to 60% of the original grant of
                        
      shares which is equal to                   
      shares and such shares would become fully vested.  Restrictions
      with respect to the remaining shares, in this example                   
      shares, would not lapse and the stock would not vest and would be
      forfeited and cancelled.  Unless the Committee determines
      otherwise, in cases of voluntary resignation, or termination of employment
      of Participant by the Company with or without cause, all unvested shares
      of the Stock Award shall be immediately forfeited and
      cancelled.

            


    

    


    
      	
              5.  

            	
              Change in
      Control.  In the event that
      Participant’s employment with the Company or its successor is terminated
      subsequent to a Change in Control of the Company, the vesting of
      restricted shares subject to this Restricted Stock Award Agreement will
      vest as follows:

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Qualifying
      Termination after April 30, 2009 but prior to May 1, 2010 following a
      Change of Control

                                    	
                                       __________
      shares vest

                                    
	
                                      Qualifying
      Termination after April 30, 2010 but prior to May 1, 2011 following a
      Change of Control

                                    	
                                       __________ shares
  vest

                                    
	
                                      Qualifying
      Termination after April 30, 2011 but prior to May 1, 2012 following a
      Change of Control

                                    	
                                       __________ shares
  vest

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Qualifying
      Termination after April 30, 2012 but  prior to May 1, 2013
      following a Change of Control

                                	
                                   __________ shares
  vest

                                
	
                                  Qualifying
      Termination after April 30, 2013 following a Change of
    Control

                                	
                                   __________ shares
  vest

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


     A
“Change in Control” is defined as the Company entering into any agreement with a
Person that involves the transfer of ownership of the Company or of more
than Fifty percent of the
Company’s total assets or earnings power on a consolidated basis, as reported in
the Company’s consolidated financial statements filed with the Securities and
Exchange Commission (including an agreement for the acquisition of the Company
by merger, consolidation, or statutory share exchange - regardless of whether
the Company is intended to be the surviving or resulting entity after the
merger, consolidation, or statutory share exchange - or for the sale of
substantially all of the Company’s assets to that Person), (b) any Person is or
becomes an Acquiring Person, or (c) during any period of two consecutive
calendar years, the Continuing Directors cease for any reason to constitute a
majority of the Board.  “Qualifying Termination” shall
mean:  (i) involuntary termination of employment of the Participant by
the Company or its successor, or (ii) voluntary resignation by the Participant
within six (6) months after a material and adverse change in title, position,
status, pay or benefits, location of employment or authority or
duties.  In consideration of the grant of shares hereunder and the
provisions of this Agreement, the sufficiency of which are hereby acknowledged,
the Participant waives the provisions of Section 9.03 of the Plan, to the extent
that such provisions are inconsistent with the terms of this
Agreement.

    


    
      	
              6.  

            	
              Dividends.  Dividends
      on shares of Restricted Stock shall be paid to the Participant when
      declared by the Company, provided Participant is employed by the Company
      on the Record Date, unless the Participant shall provide the Committee
      with written instructions as to the reinvestment of such dividends
      provided Participant is employed by the Company on the Record
      Date.

            


    

    


    
      	
              7.  

            	
              Non-Transferability.  Except
      as provided in Section 7.04 of the 2003 Incentive Plan, this Award is not
      transferable other than by will or in accordance with the laws of descent
      and distribution. If so permitted by the Committee, a participant may
      designate a beneficiary or beneficiaries to exercise the Participant’s
      rights and receive any distributions under this Plan upon the
      Participant’s death.

            


    

    


    
      	
              8.  

            	
              Tax
      Withholding.  The Participant shall, not later than the
      date as of which the receipt of the Stock Award becomes a taxable event
      for federal income tax purposes, pay to the Company or make arrangements
      satisfactory to the Committee for payment of any federal, state and local
      taxes required by law to be withheld on account of such taxable
      event.  With the consent of the Committee, the Participant may
      elect to have such tax withholding obligation satisfied, in whole or in
      part, by (a) authorizing the Company to withhold from shares of Stock to
      be issued, or (b) transferring to the Company, a number of shares of Stock
      with an aggregate Fair Market Value that would satisfy the withholding
      amount due.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    8a.  Election Under Section
83(b).  The Participant and the Company hereby agree that the
Participant may, within 30 days following the acceptance of this Award as
provided in Paragraph 1 hereof, file with the Internal Revenue Service and the
Company an election under Section 83(b) of the Internal Revenue
Code.

    


    
      	
               
      

            	
              9.

            	
              Internal Revenue Code Section
      280G Gross-Up.  Notwithstanding anything in this
      Agreement to the contrary, if any of the benefits provided for under this
      Agreement, together with any other payments or benefits that Participant
      has the right to receive (such other payments and benefits, together with
      the benefits provided for herein, are referred to as the “Total
      Payments”), would constitute an “excess parachute payment,” as defined in
      Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
      “Code”) (an “Excess Parachute Payment”), the Company (or its successor)
      shall pay to the Participant an amount equal to the sum of (i) any excise
      taxes or other taxes due as a result thereof, and (ii) any interest, fines
      and penalties resulting from such overpayment, plus (iii) an amount
      necessary to reimburse the Participant substantially for any income,
      excise or other taxes payable by the Participant with respect to the
      amounts specified in (i) and (ii) above, and the reimbursement provided by
      this clause (iii).  Such tax gross up payment shall be made to
      Participant no later than the due date of the Participant’s tax return
      reporting the amount of such tax.

            


    

    


    


    
      	
               
      

            	
              10.

            	
              Payments Upon Income
      Inclusion.  Should amounts deferred under this Agreement
      become includable in the Participant’s income by reason of a failure of
      this Agreement to comply with the requirements of Section 409A of the
      Code, the Company shall distribute to the Participant an amount necessary
      to cover the includible amounts, as well as other amounts necessary to
      cover FICA, employment, and income taxes, to the extent such distributions
      do not exceed the Participant’s vested account
  balances.

            


    

    


    
      	
               
      

            	
              11.

            	
              Miscellaneous.  This
      Agreement does not confer upon the Participant any rights with respect to
      continuance of employment by the Company or any Subsidiary.  It
      is agreed by the Participant that this Agreement does not directly or
      indirectly create an express or implied contract of
      employment.  This Agreement shall be binding upon the heirs,
      executors, administrators and successors of the parties
      hereto.

            


    

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              12.

            	
              Arbitration.  All
      parties agree that any dispute related to this Agreement, shall be
      arbitrated in accordance with the Rules of the American Arbitration
      Association with each party to bear their own costs and attorneys’
      fees.  Such arbitration shall occur in Charleston, West Virginia
      before a panel of three (3) arbitrators with the selection of the
      arbitrators being made as follows: Employer selects one, Employee selects
      one and the two (2) arbitrators select a third
  arbitrator.

            


    

     

    


    


    In
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Date of Award.

    


     

    
      
        	 Dated:
      April 29,
      2009	CITY HOLDING
      COMPANY	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Philip L. McLaughlin	 
	 	 	Philip
      L. McLaughlin	 
	 	 	Chairman
      of the Board of Directors	 
	 	 	 	 


      

    

    


     

    
      


      


      Agreed:

      


      


      


                                                                             
   

       

       

       

       

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