Exhibit 10.1


 


GREEN BANKSHARES, INC.


2004 LONG-TERM INCENTIVE PLAN


 










Restricted
Stock Award Agreement






 


Award No.            


 


             You (the “Participant”) are
hereby awarded the following Restricted Stock Award (the “RSA”) to receive
Shares of Green Bankshares, Inc. (the
“Company”), subject to the terms and conditions set forth in this
Restricted Stock Award Agreement (the “Award Agreement”) and in the
Green Bankshares, Inc. 2004 Long-Term
Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.  A summary of the Plan appears in its
Prospectus, which is attached as Exhibit B.  You should carefully review these documents,
and consult with your personal financial advisor, in order to fully understand
the implications of this Award, including your tax alternatives and their
consequences.


 


             By executing this Award Agreement,
you agree to be bound by all of the Plan’s terms and conditions as if they had
been set out verbatim in this Award Agreement. 
In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
shall be made by the Board of Directors (the “Board”) of Green Bankshares, Inc., or any Committee
appointed by the Board to administer the Plan, and shall be final, conclusive
and binding on all parties, including you and your successors in interest.  Capitalized terms are defined in the Plan or
in this Award Agreement.


 


1.     Variable
Terms.  This Award shall have, and be interpreted according
to, the following terms, subject to the provisions of the Plan in all
instances:


 


	
  Name of Participant:

  	
   

  



 


 


	
  Type of Stock Award:

  	
   ̈            Restricted
  Stock Award (“RSA”)

  



 


 


 


	
  Number of Shares
  Awarded:

  	
   

  
	
   

  	
   

  
	
  Award Date:

  	
   

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
  (Establishes the
  Participant’s rights to receive this Award with respect to the Number of
  Shares stated above.)

  
			



 


 


 


	
   

  	
   ̈

  	
           %
  on Grant Date

  
	
   

  	
   

  	
   

  
	
   

  	
   ̈

  	
           %
  on each of the first          
  annual anniversary dates of the Participant’s Continuous Service after the
  Grant Date (each a “Vesting Date”).

  



 


 


2.     Distribution
of Restricted Stock.  Certificates representing the shares of
Restricted Stock that have vested under this Section 1 will be
distributed to you as soon as practicable after each Vesting Date.


 

















Restricted Stock Award
Agreement


Green Bankshares, Inc.


2004
Long-Term Incentive Plan


Page 2


 


3.     Voting Rights and Dividends. 
Prior to the distribution of the Restricted Stock, certificates
representing shares of Restricted Stock will be held by the Company (the “Custodian”)
in your name.  The Custodian will take
such action as is necessary and appropriate to enable you to vote the
Restricted Stock.  All cash dividends
received by the Custodian, if any, with respect to the Restricted Stock will be
remitted to you.  Stock dividends issued
with respect to the Restricted Stock shall be treated as additional shares of
Restricted Stock that are subject to the same restrictions and other terms and
conditions that apply to the shares of Restricted Stock.  Notwithstanding the foregoing, no voting
rights or dividend rights shall inure to you following the forfeiture of the
Restricted Stock pursuant to the terms of this Award Agreement or the Plan.


 


4.     Termination
of Continuous Service.


 


4.1           If
your Continuous Service with the Company is terminated for any reason other
than a Change in Control all shares of Restricted Stock for which the
forfeiture restrictions have not lapsed prior to the date of termination shall
be immediately forfeited and Grantee shall have no further rights with respect
to such shares of Restricted Stock.


 


5.     Occurrence
of a Change in Control.  In the event of a Change in
Control, your RSA shall fully vest and all restrictions under the Plan and the
Award Agreement with respect to the RSA shall automatically expire and shall be
of no further force or effect.  This
shall occur immediately prior to the effective date of the transaction giving
rise to the Change in Control.


 


6.     Withholding of Taxes. 
You agree to pay the Company in cash an amount required to satisfy all
applicable federal, state or local taxes as shall be required to be withheld
with respect to the Award by applicable laws and regulations.


 


7.     Stock Subject to Award. 
In the event that the shares of Common Stock of the Company should, as a
result of a stock split or stock dividend or combination of shares or any other
change, redesignation, merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation, the number of shares of Restricted Stock that have been awarded to
you shall be adjusted in an equitable and proportionate manner to reflect such
action.  If any such adjustment shall
result in a fractional share, such fraction shall be disregarded.


 


8.     Stock Power. 
Concurrently with the execution of this Agreement, you shall deliver to
the Company a stock power, endorsed in blank, relating to the shares of
Restricted Stock.  Such stock power shall
be in the form attached hereto as Exhibit C.


 


9.     Legend. 
Each certificate representing Restricted Stock shall bear a legend in
substantially the following form:


 


THIS CERTIFICATE
AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED
IN THE GREEN BANKSHARES, INC. 2004 LONG-TERM INCENTIVE PLAN (THE “PLAN”) AND
THE RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE
RESTRICTED STOCK REPRESENTED HEREBY AND GREEN BANKSHARES, INC. (THE “COMPANY”).  THE RELEASE OF SUCH STOCK FROM SUCH TERMS AND
CONDITIONS SHALL BE MADE ONLY IN 


 

















Restricted Stock Award
Agreement


Green Bankshares, Inc.


2004
Long-Term Incentive Plan


Page 3


 


ACCORDANCE WITH
THE PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE AT
THE COMPANY.


 


10.  Notices. 
Any notice or communication required or permitted by any provision of
this Award Agreement to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records.  Each party may, from time to
time, by notice to the other party hereto, specify a new address for delivery
of notices relating to this Award Agreement. 
Any such notice shall be deemed to be given as of the date such notice
is personally delivered or properly mailed.


 


11.  Binding
Effect.  Except as otherwise provided in this Award
Agreement or in the Plan, every covenant, term, and provision of this Award Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, legatees, legal representatives, successors, transferees, and
assigns.


 


12.  Modifications. 
This Award Agreement may be modified or amended at any time, provided
that you must consent in writing to any modification that adversely alters or
impairs any rights or obligations under this RSA.


 


13.  Headings.  Section and
other headings contained in this Award Agreement are for reference purposes
only and are not intended to describe, interpret, define or limit the scope or
intent of this Award Agreement or any provision hereof.


 


14.  Severability. 
Every provision of this Award Agreement and of the Plan is intended to
be severable.  If any term hereof is illegal
or invalid for any reason, such illegality or invalidity shall not affect the
validity or legality of the remaining terms of this Award Agreement.


 


15.  Governing
Law.  The laws of the State of Tennessee shall
govern the validity of this Award Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties hereto.


 


16.  Counterparts.  This Award Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.


 


17.  Plan
Governs.  By signing this Award Agreement, you acknowledge that
you have received a copy of the Plan and that your Award Agreement is subject
to all the provisions contained in the Plan, the provisions of which are made a
part of this Award Agreement and your Award is subject to all interpretations,
amendments, rules and regulations which from time to time may be
promulgated and adopted pursuant to the Plan. 
In the event of a conflict between the provisions of this Award
Agreement and those of the Plan, the provisions of the Plan shall control.


 


18.  Restrictions on Transfer. No shares of Restricted Stock may be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or
disposed of prior to the date the forfeiture restrictions with respect to such
shares have lapsed, if at all,  on any
Vesting Date.


 


19.  Taxes. By signing this
Award Agreement, you acknowledge that you shall be solely responsible for the
satisfaction of any taxes that may arise (including taxes arising under
Sections 409A or 4999 of the Code), and that neither the Company nor the
Administrator shall have any obligation whatsoever to pay such taxes.


 


                BY YOUR SIGNATURE BELOW on the Grant Date identified
above, along with the signature of the Company’s representative, you and the
Company agree that this Award is granted under and governed by the terms and
conditions of this Award Agreement and the Plan.


 


 

















Restricted Stock Award
Agreement


Green Bankshares, Inc.


2004
Long-Term Incentive Plan


Page 4


 


 


	
   

  	
  GREEN
  BANKSHARES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The undersigned
  Participant hereby accepts the terms of this Award Agreement and the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name of
  Participant:

  	
   

  
				



 





















 


 


 


 


GREEN BANKSHARES, INC.


 


 


2004 LONG-TERM INCENTIVE PLAN


 


Exhibit A


 


Plan Document


 


 


 





















 


 


 


 


GREEN BANKSHARES, INC.


 


 


2004 LONG-TERM INCENTIVE PLAN


 


Exhibit B


 


Plan Prospectus


 


 


 





















 


 


GREEN BANKSHARES, INC.


 


 


2004 LONG-TERM INCENTIVE PLAN


 


Exhibit C


 


STOCK POWER


 


FOR VALUE RECEIVED, the
undersigned does hereby sell, assign and transfer to Green Bankshares, Inc.
(the “Company”),
                      
shares of the Company’s common stock represented by Certificate No.           .  The undersigned authorizes the Secretary of
the Company to transfer the stock on the books of the Company in the event of
the forfeiture of any shares issued under the Restricted Stock Agreement dated
                            
between the Company and the undersigned.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: