Form of Notice of Grant of Restricted Stock and Award Agreement



 Exhibit 10.1(b)(ii) 

 

			
	 Notice of Grant of Restricted Stock
 and Award Agreement (the
 “Agreement”)
	  	 Bank of the Ozarks, Inc.
 ID: 71-0556208
 17901 Chenal Parkway
 Little Rock, Arkansas 72223


  

	
	NAME

 Grant of Restricted Stock.
Effective         /        /20         (the “Grant Date”), you have been
granted                 shares (the “Restricted Shares”) of Bank of the Ozarks, Inc. (the “Company”) common stock pursuant to the Bank of the
Ozarks, Inc. 2009 Restricted Stock Plan (the “Plan”), subject to the terms and conditions of this Agreement. You are not obligated to make any payment in respect of the Restricted Shares at the time of this grant award, except if you make
an election (a “Section 83(b) election”) under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). 
 Value of Stock. Based on the average of the highest reported asked price and the lowest reported bid price of trades with respect to the common stock as reported on the NASDAQ Global Select
Market as of the close of business on the Grant Date, the fair market value of the Restricted Shares is $                per share, or
$                in the aggregate. 
 Vesting
Restrictions. The Restricted Shares are subject to a substantial risk of forfeiture, i.e., you may not be irrevocably assured of ownership of the Restricted Shares until the vesting date or dates, and such Restricted Shares will become
vested according to the following schedule, provided you remain continuously employed by the Company through such date: 
  

			
	 Vesting Date
	  	 % of Restricted Shares Vested

	
                , 20    
    
	  	100%

 All Restricted Shares shall vest immediately upon a “Change in Control,” as described in the Plan. If your
employment is terminated prior to the vesting date of all of your Restricted Shares, your unvested Restricted Shares shall be forfeited in accordance with the Plan. Notwithstanding the above vesting provisions, no Restricted Shares shall vest
(i) during the period that any preferred stock issued by the Company under the U.S. Treasury’s Capital Purchase Program pursuant to the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act
of 2009, remains outstanding or (ii) in a manner prohibited by or inconsistent with the TARP laws (as that term is defined in Section 9.12 of the Plan). 
 Rights While Shares Are Restricted. While your shares remain restricted, you will be entitled to any dividends paid on the Restricted Shares, and to any voting rights with respect to such
shares on the same basis as other holders of common stock who have no restrictions relating to their shares of common stock. Until the date your Restricted Shares become vested, you may not assign or otherwise transfer the Restricted Shares except
as provided in the Plan. Once your Restricted Shares vest, you may not be able to immediately sell your shares depending on securities laws and any Company-imposed restrictions with respect to compliance with such laws. Any inability to sell or
transfer the Restricted Shares will not relieve you of the obligation to pay any required withholding taxes at the time of vesting (see discussion below under “Taxation of Restricted Shares”). 







 The Restricted Shares shall be held in escrow by the Secretary of the Company until such time as the
Restricted Shares vest or are forfeited. Upon the vesting of such Restricted Shares and the satisfaction of the other terms and conditions of this Agreement, the Company will deliver the Restricted Shares to you, subject to payment of any taxes
payable by you with respect to the Restricted Shares. 
 Taxation of Restricted Shares. Based on current tax laws, you will not be
taxed on your Restricted Shares until they vest. At the time of vesting, the Company will treat the fair market value of the vested Restricted Shares as compensation taxable to you as ordinary income. If the common stock is then traded on the NASDAQ
Global Select Market, the fair market value will be based on the average of the highest reported asked price and the lowest reported bid price of trades with respect to the common stock as reported on such exchange on the vesting date, or if there
is no sale for the relevant date, then on the last previous date on which a sale was reported, or if the common stock is not then traded on such market, then such fair market value, determined as aforesaid, on such exchange or market on which the
common stock may then be traded, and if the common stock is not then traded on any such exchange or market, then in the sole discretion of the Board of Directors of the Company. 
 You may make a Section 83(b) election, to include in your gross income in the year of this Award the amount specified in Section 83(b) of the Code. If you make such an election, you must notify
the Company in writing within 10 days after filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

 YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE
CODE, EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. 
 Upon satisfaction of any vesting
requirements, before any Restricted Shares may be delivered to you, or as set forth below, if you make a Section 83(b) election, at the time of making such election, you must satisfy your obligation for federal, state and local tax withholding
on the Restricted Shares (the “Restricted Withholding”). 
 You may elect to have the Restricted Withholding satisfied, in whole or
part, by (i) authorizing the Company to withhold a number of vested Restricted Shares you own equal to the Fair Market Value as of the date withholding is effected that would satisfy the Restricted Withholding, (ii) transferring to the
Company cash or other shares of Common Stock owned by you with a Fair Market Value equal to the amount of the Required Withholding, or (iii) if you are an Employee of the Company or a Subsidiary (as such terms are defined in the Plan) at the
time such Restricted Withholding is effected, by withholding such amount from your cash compensation. Whether or not you make a Section 83(b) election, no fractional shares of Common Stock shall be issued, and the Company will deliver cash to
you equal to the Fair Market Value of any fractional share resulting from such withholding. 
 If you make a Section 83(b) election, you
must remit to the Company an amount sufficient to satisfy all Restricted Withholding at the time of your election. Such Restricted Withholding may be satisfied in any authorized manner set forth in the immediately preceding paragraph. Your failure
to timely submit the Restricted Withholding may result in forfeiture of your Restricted Shares. 
 The Company is providing you this information
for educational purposes only and you hereby acknowledge and agree that you are responsible for determining your tax obligations as a result of the transactions contemplated by this Agreement. 

By your signature and the Company’s signature below, you and the Company agree that the Restricted Shares are granted under and governed by this
Agreement and the Company’s 2009 Restricted Stock Plan, which is attached and incorporated herein by reference. In the event of any inconsistency or ambiguity between the terms and conditions of this Agreement and the Plan or in the event that
this Agreement is silent as to any other matters addressed in the Plan, the terms of the Plan shall control. 

  
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 [Signature Page to Grant Award Agreement] 

 

			
	BANK OF THE OZARKS, INC.	  	 
		
	 By: 
                                         
                                         
              
	  	            /        /20        

	 Its Authorized Representative
	  	 Date

		
	 	  	            /        /20        

	 Name of Recipient
	  	Date


  
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