Exhibit 10.1






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:

	 	 
	o 	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.)

	 
	 	 	 	 	 	 
	 

	 	 	 	o
  _____ 
% on Grant Date	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	o
  _____ % on the 2 year anniversary of the
vesting date.







2. Distribution of Restricted Stock. Certificates representing the shares of Restricted Stock that
have vested under Section 1 will be distributed to you as soon as practicable after each
Vesting Date; provided, however, that no certificates shall be distributed to you prior to the
lapsing of any restrictions on the transferability of any shares represented by such certificates,
including those restrictions on transferability set forth in Section 19 hereof resulting
from the Company’s participation in the Capital Purchase Program (the “CPP”) under the United
States Treasury Department’s (the “Treasury”) Troubled Assets Relief Program (the “TARP”).




 


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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 (but in the case of a Change of Control, subject to the provisions of Section 10
hereof) all shares of Restricted Stock for which the forfeiture restrictions have not lapsed prior
to the date of termination shall be immediately forfeited and you shall have no further rights with
respect to such shares of Restricted Stock.



5. Occurrence of a Change in Control. Subject to the provisions of Section 10 hereof, in
the event of a Change in Control, your shares of Restricted Stock shall fully vest and all
restrictions under the Plan and the Award Agreement with respect to the shares of Restricted Stock
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 that upon the occurrence of the Vesting Date that you will
satisfy any required federal, state or local withholding or other employment taxes resulting from
the vesting of the Award by either (i) promptly tendering a cash payment to the Company in an
amount necessary to satisfy such tax obligations; (ii) surrendering shares of the Company’s common
stock having an aggregate Fair Market Value determined as of the applicable Tax Date equal to the
amount required to satisfy such tax obligations; or (iii) having the Company withhold from the
shares issuable to you upon the Vesting Date, such number of shares having an aggregate Fair Market
Value determined as of the applicable Tax Date equal to the amount required to satisfy such tax
obligations.



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


 


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Restricted Stock Award Agreement

Green Bankshares, Inc.

2004 Long-Term Incentive Plan

Page 3




10. Limitations Required by Treasury Regulations. The Company is subject to federal banking
regulations and, for so long as the Company has an obligation outstanding under the CPP, to the
limitations on executive compensation set forth in Treasury’s Interim Final Rule on TARP Standards
for Compensation and Corporate Governance, dated June 15, 2009, as amended from time to time (the
“Treasury Regulations”). Notwithstanding any other provisions hereof, by the acceptance of the
benefits of this Award Agreement, you and the Company agree that any provision of this Award
Agreement (including, but not limited to, Section 5 hereof), and any other restricted stock
award agreement or stock option award agreement which is prohibited, or the performance of which by
the Company is prohibited, by federal banking regulations or the Treasury Regulations, shall have
no force and effect during the period of such prohibition. At such time as such provision shall no
longer be prohibited by such regulations, it shall again be effective.



11. 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.



12. 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.



13. 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 of yours under this Award Agreement.



14. 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.



15. 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.



16. 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.



17. 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.



18. 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.



19. Restrictions on Transfer. No shares of Restricted Stock may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered or disposed of prior to the later of (i) the date the
forfeiture restrictions with respect to such shares have lapsed, if at all, on the Vesting Date;
and (ii) the date that the transfer restrictions set forth in the Treasury Regulations shall lapse
with respect to such shares of Restricted Stock.


 


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Restricted Stock Award Agreement

Green Bankshares, Inc.

2004 Long-Term Incentive Plan

Page 4




20. 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.



	 	 	 	 	 
	 	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: 

	 
	 	 	 	 



 


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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: