exv10w3



 






EXHIBIT 10.3




MERCHANTS AND MANUFACTURERS BANCORPORATION, INC.

(a Wisconsin corporation)




2006 STOCK INCENTIVE PLAN




RESTRICTED STOCK AGREEMENT




Grantee:




Date of Grant:




Number of Restricted Shares:




     Merchants and Manufacturers Bancorporation, Inc. (the “Corporation”) and the above-named
Grantee hereby agree as follows:



     1. Grant of Restricted Shares. The Corporation grants to Grantee the number of shares
(the “Restricted Shares”) of the Corporation’s common stock, par value $1.00 per share (the “Common
Stock “), set forth above, on the terms and conditions set forth in this Agreement and in the Plan.
Promptly following the execution and delivery of this Agreement by Grantee, the Corporation shall
cause a certificate for the Restricted Shares to be delivered to Grantee containing the legend set
forth in Section 7 below.



     2. Plan. The Restricted Shares are granted under and pursuant to the Merchants and
Manufacturers Bancorporation, Inc. 2006 Stock Incentive Plan (the “Plan”) and are subject to each
and all of the provisions thereof. A copy of the Plan has previously been furnished or made
available to the Grantee. All capitalized terms not otherwise defined therein shall have the
meanings assigned to such terms in the Plan.



     3. Vesting and Forfeiture of Restricted Shares.



          (a) General Vesting. Subject to the forfeiture provisions of Section 3(b), the
Restricted Shares shall vest as to the percent of Restricted Shares during the periods specified
below (each applicable date of vesting, a “Vesting Date”). All Restricted Shares which shall have
vested are referred to herein as “Vested Shares.” All Restricted Shares which are not vested are
referred to herein as “Unvested Shares.” Upon vesting, the Restricted Shares shall no longer be
subject to forfeiture pursuant to Section 3(b) of this Agreement.




	 	 	 
	Percentage of Restricted Shares
	 	On or After
	 
	 	 
	 





          (b) Forfeiture. The Unvested Shares shall immediately be forfeited to the Corporation
if, prior to the Vesting Date, the Grantee’s employment or other position with the Corporation or
any Subsidiary terminates for any reason, subject to the discretion of the Board to waive
forfeiture as provided in the Plan. Upon any forfeiture of the Restricted Shares pursuant to this
Section 3(b), Grantee shall have no rights as a holder of such Restricted Shares and such
Restricted Shares shall be deemed transferred to the Corporation, and the Corporation shall be
deemed the owner and holder of such shares.




 









 








     4. Shareholder Rights. Regardless of whether the Restricted Shares are considered
Unvested Shares under the terms of this Agreement, Grantee shall have all the rights of a
shareholder (including voting and dividend rights) with respect to the Restricted Shares.



     5. Restrictions on Transfer. Grantee shall not sell, assign, transfer, pledge,
encumber or dispose of all or any of his or her Restricted Shares, either voluntarily or by
operation of law, at any time prior to the applicable Vesting Date. Any attempted transfer of any
Restricted Shares in violation of this Section 5 shall be invalid and of no effect.



     6. Taxes.



          (a) The Corporation’s obligation to deliver the Restricted Shares to Grantee shall be subject
to the satisfaction of all applicable federal, state and local income and employment tax
withholding requirements (“Withholding Taxes”). Grantee has reviewed with Grantee’s own tax
advisors the federal, state and local tax consequences of this investment and the transactions
contemplated by this Agreement. Grantee is relying solely on
such advisors and not on any statements or representations of the Corporation or any of its
agents. Grantee understands that Grantee (and not the Corporation) shall be responsible for
Grantee’s own tax liability that may arise as a result of the transactions contemplated by this
Agreement.




          (b) GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED THAT GRANTEE MUST DECIDE WHETHER OR
NOT TO MAKE AN ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, WITH
RESPECT TO THE RESTRICTED SHARES AND THAT GRANTEE IS SOLELY RESPONSIBLE FOR MAKING OR NOT MAKING A
TIMELY SECTION 83(b) ELECTION (AND OBTAINING TAX ADVICE CONCERNING WHETHER AND HOW TO MAKE SUCH
ELECTION). Grantee hereby agrees to deliver to the Corporation a signed copy of any document he or
she may execute and file with the Internal Revenue Service evidencing a section 83(b) Election, and
to deliver such copy to the Corporation prior to, or promptly upon, such filing, accompanied by a
cash payment in the amount the Corporation anticipates is required to fulfill the Withholding
Taxes.




          (c) Grantee agrees to promptly make a cash payment to the Corporation of any Withholding Taxes
to the Corporation when due. Grantee further agrees that the Corporation may withhold from
Grantee’s wages or other remuneration the appropriate amount of Withholding Taxes (to the extent
not covered by Grantee’s cash payment to the Corporation). Grantee further agrees that, if the
Corporation does not withhold an amount from Grantee’s wages or other remuneration sufficient to
satisfy the withholding obligation of the Corporation, Grantee will make reimbursement on demand,
in cash, for the amount underwithheld.




     7. Legend. The share certificate evidencing the Restricted Shares issued hereunder
shall be endorsed with the following legend (in addition to any legend required under applicable
federal or state securities laws) and the Corporation may issue stop-transfer instructions with its
transfer agent in connection with such legend:



          “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE MERCHANTS AND MANUFACTURERS
BANCORPORATION, INC 2006 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT. COPIES OF SUCH PLAN
AND AGREEMENT ARE ON FILE AT THE OFFICES OF MERCHANTS AND MANUFACTURERS BANCORPORATION, INC., 5445
SOUTH WESTRIDGE DRIVE, NEW BERLIN, WISCONSIN 53151.”




          The legend set forth above shall be removed from the certificates evidencing the Restricted
Shares upon the Vesting Date unless such Restricted Shares have been forfeited prior to the Vesting
Date pursuant to Section 3 above.




     8. Shareholder Approval. The Plan was approved by the affirmative vote of the holders
of a majority of the issued and outstanding shares of Stock of the Corporation at the annual
meeting of shareholders held on May 16, 2006.



 









 





     9. No Right to Continued Employment or Services. This grant shall not confer upon the
Grantee any right with respect to continuance of employment or other position by the Corporation or
any Subsidiary, nor shall it interfere in any way with the right of the Corporation or any
Subsidiary to terminate such employment or position at any time.



     10. Miscellaneous.



          (a) Entire Agreement. This Agreement and the Plan together constitute the entire
agreement between the parties hereto with respect to the subject matter hereof and thereof, and
there have been and are no restrictions, promises, agreements or covenants between the parties
other than those set forth or provided for herein.




          (b) Amendment or Modification. No term or provision of this Agreement may be amended,
modified or supplemented orally, but only by an instrument in writing signed by the party against
which or whom the enforcement of the amendment, modification or supplement is sought.




          (c) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.




          (d) Governing Law. This Agreement shall be governed by the internal laws of the State
of Wisconsin as to all matters, including but not limited to matters of validity, construction,
effect, performance and remedies.




          (e) Provisions Consistent with Plan. This Agreement is intended to be construed to be
consistent with, and is subject to, all applicable provisions of the Plan, which is incorporated
herein by reference. In the event of a conflict between the provisions of this Agreement and the
Plan, the provisions of the Plan shall prevail.




          (f) Addresses. All notices or statements required to be given to either party hereto
shall be in writing and shall be personally delivered or sent, in the case of the Corporation, to
its principal business office and, in the case of Grantee, to Grantee’s address as is shown on the
records of the Corporation or to such address as Grantee designates in writing. Notice of any
change of address shall be sent to the other party by registered or certified mail. It shall be
conclusively presumed that any notice or statement properly addressed and mailed bearing the
required postage stamps has been delivered to the party to which it is addressed.




 









 





     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly executed, and the
Grantee has executed this Agreement, all as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	MERCHANTS AND MANUFACTURERS
BANCORPORATION, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	


     The undersigned Grantee hereby accepts the Restricted Shares granted hereunder.




	 	 	 	 	 	 	 
	 

	 	GRANTEE:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	


ACKNOWLEDGMENT




     The undersigned, spouse of Grantee, declares that he/she takes notice of all of the terms and
conditions (including, but not limited to the restrictions on disposition of Restricted Shares) of
the foregoing Agreement between the Corporation and the Grantee and that he/she will comply with
all of the terms of the Agreement to the full extent of any interests that he/she may have in the
Restricted Shares.




	 	 	 	 	 	 	 
	Dated:                     

	 	 

     Signature