Exhibit 4.5


 


FIRST BUSEY CORPORATION

2020 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AWARD


 


The Participant specified
below has been granted this Restricted Stock Unit Award (the “Award”) by First Busey Corporation, a Nevada corporation
(the “Company”), under the terms of the First Busey Corporation 2020 Equity Incentive Plan (the “Plan”).
The Award is subject to the Plan and the following terms and conditions (the “Award Terms”):


 


Section 1.     Award.
In accordance with the Plan, the Company hereby grants to the Participant the Award of restricted stock units (each, an “RSU”),
where each RSU represents the right to receive one share of Stock in the future, subject to the Award Terms. The Award is in all
respects limited and conditioned by the Plan and as provided herein.


 


Section 2.     Terms
of Restricted Stock Unit Award. The following words and phrases relating to the Award
have the following meanings:


 


(a)  The
 “Participant” is _______________


 


(b)  The
 “Grant Date” is _______________


 


(c)   The
number of “RSUs” is ___________


 


Except for terms defined
herein, any capitalized term in the Award Terms has the meaning ascribed to that term under the Plan.


 


Section 3.     Restricted
Period. The Award Terms evidence the Company’s grant to the Participant, as
of the Grant Date, on the terms and conditions described in the Award Terms and in the Plan, of a number of RSUs, each of which
represents the right of the Participant to receive one share of Stock free of restrictions once the Restricted Period ends.


 


(a)   Subject
to the Award Terms, the “Restricted Period” shall begin on the Grant Date and end on the fifth anniversary
of the Grant Date (but only if the Participant has not had a Termination of Service before the end of the Restricted Period).


 


(b)  Notwithstanding
Section 3(a), the Restricted Period for the RSUs shall end immediately, and the RSUs shall be fully earned and vested
immediately upon (i) a Qualifying Termination that occurs on or before the Participant’s Termination of Service or (ii) the
Participant’s Termination of Service due to the Participant’s Disability or death. For purposes of this Award, “Disability”
means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months, or is,
by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous
period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident
and health plan covering the Company’s employees.


 






     


     


    

 


(c)   Notwithstanding
Section 3(a), solely with respect to RSUs that were granted at least one year prior to the date of a Participant’s
Retirement with Full Service or a Participant’s Retirement with Partial Service, (i) upon a Participant’s Retirement
with Full Service, the Restricted Period for such RSUs shall end immediately and such RSUs shall be fully earned and vested immediately,
and (ii) upon a Participant’s Retirement with Partial Service, the Restricted Period for a pro rata portion of the
RSUs shall end immediately, and such pro rata portion of the RSUs shall be earned and vested immediately as of the date of Retirement.
The pro rata portion of the RSUs that shall become vested under this section shall be equal to (A) the number of RSUs subject
to the Award, multiplied by (B) the number of full months the Participant was employed following the Grant Date divided by
60. For purposes of this Award: 


 


(i)            “Retirement
with Full Service” means the (A) Participant’s voluntary Termination of Service on or after (x) attaining
the age of 62 and (y) having been employed by or in the service of the Company or a present or former parent or subsidiary
entity of the Company for a period of at least ten full consecutive years; (B) the Participant agrees not to and does not
provide services for a financial institution following the Termination of Service; and (C) the Participant provides the Company
with at least six months’ prior written notice of his or her intent to retire and the Participant is employed or in the service
of the Company through the end of such six month period; and


 


(ii)           “Retirement
with Partial Service” means the (A) Participant’s voluntary Termination of Service on or after (x) attaining
the age of 62 and (y) having been employed by or in the service of the Company or a present or former parent or subsidiary
entity of the Company for a period of fewer than ten full consecutive years, (B) the Participant agrees not to and does not
provide services for a financial institution following the Termination of Service; and (C) the Participant provides the Company
with at least six months’ prior written notice of his or her intent to retire and the Participant is employed or in the service
of the Company through the end of such six month period.


 


The provisions of this Section 3(c) shall
also apply to any Restricted Stock Unit Awards previously granted to Participant by the Company under the First Busey Corporation
2010 Equity Incentive Plan.


 


(d)  In
the event the Participant’s Termination of Service occurs prior to the expiration of the Restricted Period, other than as
provided in Section 3(b) or Section 3(c) above, the Participant shall forfeit all rights, title
and interest in and to any RSUs still subject to the Restricted Period as of the Participant’s Termination of Service.


 


Section 4.     Settlement
of Units. Delivery of shares of Stock or other amounts in connection with the Award
shall be subject to the following:


 






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(a)   Delivery
of Stock. Reasonably promptly (but no more than 30 days) after the end of the Restricted Period applicable to an RSU the Company
shall deliver to the Participant one Share free and clear of any restrictions in settlement of such RSU, provided, however,
that if the end of the Restricted Period occurs within the 30 days preceding the end of a calendar year, such settlement shall
occur on the 30th day following the end of the Restricted Period. Notwithstanding the foregoing, if the Participant
is deemed a “specified employee” within the meaning of Code Section 409A, as determined by the Committee, at
a time when the Participant becomes eligible for settlement of the RSUs upon “separation from service” within the
meaning of Code Section 409A and according to Company policy, as may be in effect, then to the extent necessary to prevent
any accelerated or additional tax under Code Section 409A, such settlement will be delayed until the earlier of: (a) the
date that is the first day of the seventh month following the Participant’s Termination of Service, and (b) the Participant’s
death.


 


(b)  Compliance
with Applicable Laws. Notwithstanding any other provision of the Award Terms or the Plan, the Company shall have no obligation
to deliver any shares of Stock or make any other distribution of benefits in connection with the Award or the Plan unless such
delivery or distribution complies with all applicable laws and the applicable requirements of any securities exchange or similar
entity.


 


(c)   Certificates.
To the extent the Award Terms and the Plan provide for the issuance of shares of Stock, the issuance may be effected on a non-certificated
basis, to the extent not prohibited by applicable law or the applicable requirements of any securities exchange or similar entity.


 


Section 5.     Withholding.
All deliveries of shares of Stock pursuant to the Award are conditioned on the Participant’s satisfaction of any applicable
withholding taxes. The Company, in its sole discretion, shall have the right to require the Participant (or if applicable, permitted
assigns, heirs or Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any federal, state, local,
foreign or other tax obligations imposed in connection with the grant, vesting or delivery of shares of Stock in connection with
the Award by requiring the Participant to choose between remitting the amount (a) in cash (through payroll deduction or otherwise)
or (b) through the surrender of shares of Stock that the Participant already owns, or to which the Participant is otherwise
entitled under the Plan. In no event, however, does this Section 5 give the Participant any discretion to determine
or affect the timing of deliveries of shares of Stock pursuant to the Award or the timing of payment of tax obligations.


 


Section 6.     Non-Transferability
of Award. Except as otherwise provided in the Plan, the Participant shall not sell,
assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of any RSUs during the Restricted Period. Any purported
transfer or assignment in violation of the provisions of this Section 6 will be void.


 


Section 7.     Dividend
Equivalents. Each RSU includes a right to dividend equivalent payments, which in
accordance with Section 2.1(g) of the Plan, represents an unfunded and unsecured promise to deliver to the
Participant additional RSUs equal in value to any regular dividends and distributions that would be paid on shares of Stock
with respect to the RSUs if such shares of Stock had been delivered during the Restricted Period and during the period
following the end of the Restricted Period and prior to the date of settlement of the Award (“Dividend
Equivalents”); provided, however, that no Dividend Equivalents shall be credited under this Section 7
to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring before
the Grant Date or on or after the date, if any, on which the Participant has forfeited the RSUs. Dividend Equivalents shall
be credited to an Award at the time the respective dividends or distributions are paid and shall be subject to the same
restrictions applicable to the underlying Award such that no Dividend Equivalents shall be delivered unless and until the
RSUs to which they relate are settled in shares of Stock in accordance with
 Section 4.


 






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Section 8.     No
Rights as Shareholder. Prior to the settlement of the RSUs pursuant to Section 4(a) above
and the issuance of a stock certificate or its equivalent as provided herein, the Participant shall have only the rights of a general
unsecured creditor, and no rights of a shareholder of the Company with respect to the RSUs, including but not limited to voting
rights,.


 


Section 9.     Heirs
and Successors. The Award Terms shall be binding upon, and inure to the benefit of,
the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets
or otherwise, all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits
distributable to the Participant under the Award Terms have not been settled or distributed, respectively, at the time of the Participant’s
death, such rights shall be settled and payable to the Designated Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of the Award Terms and the Plan. The “Designated Beneficiary” shall
be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee
may require. The designation of beneficiary may be amended or revoked from time to time by the Participant in accordance with the
procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does
not survive the Participant, any rights that would have been payable to the Participant shall be payable to the legal representative
of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant
but dies before the settlement of the Designated Beneficiary’s rights under the Award Terms, then any rights that would have
been payable to the Designated Beneficiary shall be payable to the legal representative of the estate of the Designated Beneficiary.


 


Section 10.   Administration.
The authority to manage and control the operation and administration of the Award Terms and the Plan is vested in the Committee,
and the Committee has all powers with respect to the Award Terms as it has with respect to the Plan. Any interpretation of the
Award Terms or the Plan by the Committee and any decision made by it with respect to the Award Terms or the Plan shall be final
and binding on all persons. In addition, neither the Company, any member of the Committee nor any person to whom the Committee
delegates its powers, responsibilities or duties in writing will have any liability to the Participant (or if applicable, permitted
assigns, heirs or Designated Beneficiaries) or any other person for any action taken or omitted in respect of this or any other
Award.


 


Section 11.  Plan
Governs. Notwithstanding anything in the Award Terms to the contrary, the Award
is subject to the terms of the Plan, a copy of which may be obtained by the Participant from the Corporate Secretary of the
Company. The Award Terms are subject to all interpretations, amendments, rules and regulations promulgated by the
Committee from time to time pursuant to the Plan. Notwithstanding anything in the Award Terms to the contrary, in the event
of any discrepancies between the corporate records of the Company and the Award Terms, the corporate records of the Company
shall control.


 






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Section 12.   Not
an Employment Contract. The Award shall not confer on the Participant any right with
respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with
any right the Company or any Subsidiary may otherwise have to terminate or modify the terms of such Participant’s employment
or other service at any time.


 


Section 13.   Amendment.
The Award Terms may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant
and the Company without the consent of any other person.


 


Section 14.   Governing
Law. The Award Terms, the Plan, and all actions taken in connection herewith and therewith
shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict
of laws, except as superseded by applicable federal law.


 


Section 15.   Section 409A.
The Award is intended to comply with Code Section 409A and the Award shall be administered and interpreted in accordance
with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend the Award
Terms without the consent of the Participant in order to maintain compliance with Code Section 409A; and the Participant’s
receipt of the Award constitutes the Participant’s acknowledgement of and consent to such rights of the Committee.


 


Section 16.   Clawback.
The Award and any amount or benefit received hereunder shall be subject to the Participant’s continued satisfaction of
and compliance with any restrictive covenants or non-competition provisions of the Award. The Award and any amount or benefit
received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance
with the terms of the Award, any applicable policy that the Company may adopt from time to time (the “Policy”) or
any applicable law, as may be in effect from time to time. The Participant’s receipt of the Award constitutes the
Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of
(a) the Policy or any similar policy established by the Company that may apply to the Participant, (b) any
provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the
Participant’s express agreement that the Company may take such actions as may be necessary to effectuate the Policy,
any similar policy or applicable law without further consideration or action and (c) the Award, including without
limitation, any restrictive covenants or non-competition provisions. The Participant’s receipt of the Award constitutes
the Participant’s acknowledgment of the Company’s right to enjoin the Participant’s employment with a
financial institution other than the Company to the extent such employment would violate or contravene any restrictive
covenants or non-competition provisions of the Award. If a Participant provides services for a financial institution
following a Retirement with Full Service or a Retirement with Partial Service, such Participant shall be obligated to repay
the shares of Stock delivered or cash in the amount of such shares of Stock delivered in connection with such retirement;
provided, that, this provision shall also apply to any Restricted Stock Unit Awards previously granted to Participant by the
Company under the First Busey Corporation 2010 Equity Incentive Plan.


 






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IN WITNESS WHEREOF,
the Company has caused the Award Terms to be executed in its name and on its behalf, all as of the Grant Date, and the Participant
acknowledges understanding and acceptance of, and agrees to, the Award Terms.


 





	 	FIRST BUSEY CORPORATION
	 	 
	 	By:	 
	 	Its:	President & CEO
	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	Date:	 



 






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