ex10-2.htm


    
      

    

    Exhibit
10.2

     

    UNITED
COMMUNITY BANKS, INC.

    AMENDED
AND RESTATED

    2000
KEY EMPLOYEE STOCK OPTION PLAN

     

    RESTRICTED
STOCK UNIT AWARD AGREEMENT

    (Executive
Officer)

    
      
        	 
      	 
      	 
      
	
                Grantee:

              	 
      	 
      
	 
      	 
      	
                ____________________________________

              
	
                Number
      of RSUs:

              	 
      	 
      
	 
      	 
      	
                ____________________

              
	
                Date
      of Grant:

              	 
      	 
      
	 
      	 
      	
                _________________________

              
	 	 	 
	
                Vesting
      Schedule:

              	 
      	
                Per
      attached Statement referred to

              
	 
      	 
      	
                herein
      as “Exhibit
      A”

              
	 
      	 
      	 
      
	
                Territory:

              	 
      	
                Any
      county and any contiguous county

              
	 
      	 
      	
                and
      any metropolitan statistical area in

              
	 
      	 
      	
                which
      any of the Company’s subsidiary

              
	 
      	 
      	
                banks
      has an office as of the date
hereof.

              


      

    

     

              THIS
AGREEMENT (the “Agreement”)
is entered into as of the ________ day of ________, ____, by and between UNITED COMMUNITY BANKS, INC.,
a Georgia corporation (the “Company”),
and the individual designated above (the “Grantee”).

     

              WHEREAS, the Company maintains
the United Community Banks, Inc. Amended and Restated 2000 Key Employee Stock
Option Plan (the “Plan”),
and the Grantee has been selected by the Committee to receive a Restricted Stock
Unit Award under the Plan;

     

              NOW,
THEREFORE, IT IS AGREED, by and between the Company and the Grantee, as
follows:

     

              1.
          Award of Restricted
Stock Units

     

                           1.1
          The Company hereby
grants to the Grantee an award of Restricted Stock Units (“RSUs”) in
the amount set forth above, subject to, and in accordance with, the
restrictions, terms, and conditions set forth in this Agreement and the Plan.
The grant date of this award of RSUs is set forth above(the “Date of
Grant”).

     

                            1.2
          This Agreement
(including any appendices) shall be construed in accordance and consistent with,
and subject to, the provisions of the Plan (the provisions of which are
incorporated herein by reference) and, except as otherwise expressly set forth
herein, the capitalized terms used in this Agreement shall have the same
definitions as set forth in the Plan.

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                           1.3
          This Award is
conditioned on the Grantee’s execution of this Agreement. If this Agreement is
not executed by the Grantee and returned to the Company within two days of the
Date of Grant, it may be canceled by the Committee resulting in the immediate
forfeiture of all RSUs.

     

              2.          Vesting
and Termination of Employment

     

                            2.1
          Vesting. Subject to
Sections 2.2 through 2.4 below and Section 8, if the Grantee remains employed by
the Company, the RSUs shall vest as provided for in Exhibit A. Each date on
which the RSUs vest is hereinafter referred to as a “Vesting Date”.

     

                            Except
as otherwise provided below, on the Vesting Date, a number of Shares equal to
the number of vested RSUs shall be issued to the Grantee free and clear of all
restrictions imposed by this Agreement (except those imposed by Section 3.3
below). The Company shall transfer such Shares to an unrestricted account in the
name of the Grantee as soon as practical after the Vesting Date. For purposes of
this Agreement, employment with a Subsidiary of the Company or service as a
member of the Board of Directors of the Company or a Subsidiary shall be
considered employment with the Company.

     

                            2.2
          Termination for
Cause. If the Grantee’s employment is terminated by the Company for Cause
(as defined in the Plan), the unvested RSUs shall be forfeited immediately as of
the date of termination of employment.

     

                            2.3
          Termination of Employment
Without Cause or For Good Reason.

     

                                          
(1)           If the Grantee’s
employment with the Company is terminated involuntarily by the Company without
Cause (as defined in the Plan) or is terminated by the Grantee for Good Reason
(as defined in subsection (2) below), the unvested RSUs shall continue to vest
in accordance with the original vesting schedule set forth in Exhibit A (just as
if the Grantee had remained employed). In the event of the Grantee’s death after
a termination covered by this Section 2.3, the unvested RSUs shall continue to
vest as if the Grantee had lived and upon vesting, a number of Shares equal to
the number of vested RSUs shall be transferred to the Grantee’s surviving spouse
or, if none, to his estate.

     

                                           (2)
          For purposes of this
Agreement, the Optionee shall be entitled to terminate his or her employment
with the Company for Good Reason in the event of, without the Grantee’s express
written consent, any one of the following acts by the Company, or failures by
the Company to act, unless, in the case of any act or failure to act described
in paragraphs (i), (iii), or (iv) below, such act or failure to act is corrected
prior to the Grantee’s date of termination:

    
      	 
      	 
      
	 
      	
                                            (i)           a
      material reduction in the Grantee’s responsibilities at the Company;
      or

            
	 
      	 
      
	 
      	
                                            (ii)          the
      required relocation of the Grantee’s employment to a location outside of
      the market area of the Company; or

            


    

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                                              (iii)
                a material
      reduction in the levels of coverage of the Grantee under the Company’s
      director and officer liability insurance policy or indemnification
      commitments; or

              
	 
      	 
      
	 
      	
                                              (iv)
                a substantial
      reduction in the Grantee’s base salary, a material reduction in his
      incentive compensation or the taking of any action by the Company which
      would, directly or indirectly, materially reduce any of the benefits
      provided to the Grantee under any of the Company’s pension, 401(k),
      deferred compensation, life insurance, medical, accident or disability
      plans in which the Grantee is
participating.

              


      

    

     

                            The
Grantee’s right to terminate employment for Good Reason shall not be affected by
the Grantee’s incapacity due to physical or mental illness, except for a
Disability as defined in the Plan. The Grantee’s continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or failure
to act constituting Good Reason hereunder.

     

                            2.4
          Termination of Employment
Following a Change in Control When Eligible for Retirement. If the
Grantee’s employment with the Company is terminated following a Change in
Control and the Grantee is eligible for Retirement as of the date of such
termination, the outstanding unvested portion of the RSUs shall immediately
vest.

     

                            2.5
          Termination of Employment
Due to Death. If the Grantee’s employment is terminated by the Company as
a result of death, the unvested RSUs shall immediately vest, and a number of
Shares equal to the number of vested RSUs shall be transferred to the Grantee’s
surviving spouse or, if none, to his estate.

     

                            2.6
          Termination of Employment
for Other Reasons. If the Grantee’s employment is terminated by the
Company as a result of Disability, or the Grantee voluntarily terminates his or
her employment (except for Good Reason or upon Retirement), the outstanding
unvested RSUs shall immediately be forfeited as of the date of termination of
employment.

     

                            2.7
          Nontransferability.
The RSUs may not be sold, assigned, transferred, pledged, or otherwise
encumbered prior to the date the Grantee becomes vested in the
RSUs.

     

              3.          Change in Capitalization; Deferral
Rights

     

                          3.1
          During the period
the RSUs are not vested, the Grantee shall be credited with dividend equivalents
or similar distributions declared on such RSUs in the manner determined by the
Committee.

     

                          3.2
          In the event of a
change in capitalization, the Committee shall make appropriate adjustments in
accordance with Section 4.3 of the Plan to reflect the change in capitalization,
provided that any such additional Shares or additional or different shares or
securities reflected in any such adjustment shall remain subject to the
restrictions in this Agreement.

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

                          3.3
          The Grantee
represents and warrants that he is acquiring the Shares under this Agreement for
investment purposes only, and not with a view to distribution thereof. The
Grantee is aware that the Shares may not be registered under the federal or any
state securities laws and that in that event, in addition to the other
restrictions on the Shares, they will not be able to be transferred unless an
exemption from registration is available or the Shares are registered. By making
this award of RSUs, the Company is not undertaking any obligation to register
the RSUs under any federal or state securities laws.

     

                          3.4
          To the extent the
Grantee is eligible to participate in a deferred compensation plan established
for such purpose, the Grantee may elect to defer delivery of the Shares that
would otherwise be due by virtue of the lapse or waiver of the vesting
requirements as set forth in Section 2. If such deferral election is made, the
Committee shall, in its sole discretion, establish the rules and procedures for
such deferrals.

     

              4.          No
Right to Continued Employment

     

                         Nothing
in this Agreement or the Plan shall be interpreted or construed to confer upon
the Grantee any right with respect to continuance of employment by the Company
or a Subsidiary, nor shall this Agreement or the Plan interfere in any way with
the right of the Company or a Subsidiary to terminate the Grantee’s employment
at any time.

     

              5.          Taxes
and Withholding

     

                          The
Grantee shall be responsible for all federal, state, and local income taxes
payable with respect to this award of RSUs and any dividends paid on unvested
RSUs. The Company and the Grantee agree to report the value of the RSUs in a
consistent manner for federal income tax purposes. The Company shall have the
right to retain and withhold from any payment of Shares or cash the amount of
taxes required by any government to be withheld or otherwise deducted and paid
with respect to such payment. At its discretion, the Company may require the
Grantee to reimburse the Company for any such taxes required to be withheld and
may withhold any distribution in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right to withhold from
any other cash amounts due to the Grantee an amount equal to such taxes required
to be withheld or withhold and cancel (in whole or in part) a number of Shares
having a market value not less than the amount of such taxes.

     

              6.         The
Grantee Bound By The Plan

     

                         The
Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for
the Plan, and agrees to be bound by all the terms and provisions
thereof.

     

              7.          Modification
of Agreement; Severability

     

                         This
Agreement may be modified, amended, suspended, or terminated, and any terms or
conditions may be waived, but only by a written instrument executed by the
parties hereto. Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

              8.           Cancellation
and Rescission of Award; Return of Shares

     

                            8.1
          If, during his
employment with the Company or at any time during the one (1) year period after
the Date of Termination, the Grantee violates the restrictive covenants set
forth in Section 8.2 below, then the Committee shall, notwithstanding any other
provision in this Agreement to the contrary, (i) cancel the outstanding RSUs
that are not yet vested or with respect to which Shares have not yet been issued
to the Grantee, and (ii) require the Optionee to return to the Company any
Shares issued to the Grantee pursuant to vesting of the RSUs, and require the
Grantee to pay to the Company the then current value of any Shares issued to the
Grantee during the period six (6) months prior to and one (1) year after the
Date of Termination pursuant to the RSUs during such period.

     

                            8.2
           The Grantee
will not directly or indirectly, individually, or on behalf of any Person other
than the Company or a Subsidiary:

    
      	 
      	 
      
	 
      	
                                           
      (i)           solicit
      any Customers for the purpose of providing services identical to or
      reasonably substitutable for the Company’s Business;

            
	 
      	 
      
	 
      	
                                           
      (ii)           solicit
      or induce, or in any manner attempt to solicit or induce, any Person
      employed by the Company to leave such employment, whether or not such
      employment is pursuant to a written contract with the Company or any
      Subsidiary or is at will;

            
	 
      	 
      
	 
      	
                                           
      (iii)           engage
      in any Restricted Activities within the Territory or from a business
      location servicing any part of the Territory;

            
	 
      	 
      
	 
      	
                                           
      (iv)           manage
      any personnel engaging in any Restricted Activities within the Territory;
      or

            
	 
      	 
      
	 
      	
                                           
      (v)           knowingly
      or intentionally damage or destroy the goodwill and esteem of the Company,
      any Subsidiary, the Company’s Business or the Company’s or any
      Subsidiary’s suppliers, employees, patrons, customers , and others who may
      at any time have or have had relations with the Company or any
      Subsidiary.

            


    

     

    The
Grantee further agrees that he or she will not, except as necessary to carry out
his duties as an employee of the Company, disclose or use Confidential
Information. The Grantee further agrees that, upon termination or expiration of
employment with the Company for any reason whatsoever or at any time, the
Grantee will upon request by the Company deliver promptly to the Company all
materials (including electronically-stored materials), documents, plans,
records, notes, or other papers, and any copies in the Grantee’s possession or
control, relating in any way to the Company’s Business, which at all times shall
be the property of the Company.

     

                            8.3
          For purposes of this
Section 8, the following terms shall have the meanings specified
below:

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                                             
      (i)           “Company’s
      Business” means the business of operating a commercial or retail
      bank, savings association, mutual thrift, credit union, trust company,
      securities brokerage or insurance agency.

              
	 
      	 
      
	 
      	
                                             
      (ii)           “Confidential
      Information” means information, without regard to form, relating to
      the Company’s or any Subsidiary’s customers, operation, finances, and
      business that derives economic value, actual or potential, from not being
      generally known to other Persons, including, but not limited to, technical
      or non-technical data (including personnel data), formulas, patterns,
      compilations (including compilations of customer information), programs,
      devices, methods, techniques, processes, financial data or lists of actual
      or potential customers (including identifying information about
      customers), whether or not in writing. Confidential Information includes
      information disclosed to the Company or any Subsidiary by third parties
      that the Company or any Subsidiary is obligated to maintain as
      confidential. Confidential Information subject to this Agreement may
      include information that is not a trade secret under applicable law, but
      information not constituting a trade secret only shall be treated as
      Confidential Information under this Agreement for a two (2) year period
      after the Date of Termination.

              
	 
      	 
      
	 
      	
                                             
      (iii)           “Customers”
      means all Persons that (1) the Grantee serviced or solicited on behalf of
      the Company or any Subsidiary, (2) whose dealings with the Company or any
      Subsidiary were coordinated or supervised, in whole or in part, by the
      Grantee, or (3) about whom the Grantee obtained Confidential Information,
      in each case during the term of this Agreement or while otherwise employed
      by the Company.

              
	 
      	 
      
	 
      	
                                             
      (iv)           “Date of
      Termination” means the date upon which the Grantee’s employment
      with the Company ceases for any reason.

              
	 
      	 
      
	 
      	
                                             
      (v)           “Person”
      means any individual, corporation, bank, partnership, joint venture,
      association, joint-stock company, trust, unincorporated organization or
      other entity.

              
	 
      	 
      
	 
      	
                                             
      (vi)           “Restricted
      Activities” means serving as a director, officer, executive,
      manager, employee or business consultant for a commercial or retail bank,
      savings association, mutual thrift, credit union, trust company,
      securities brokerage or insurance
agency.

              


      

    

     

              9.             Governing
Law

     

                            The
validity, interpretation, construction, and performance of this Agreement shall
be governed by the laws of the state of Georgia without giving effect to the
conflicts of laws principles thereof.

     

              10.
          Successors in
Interest

     

                            This
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns, whether by merger, consolidation, reorganization,
sale of assets, or otherwise. This Agreement shall inure to the benefit of the
Grantee’s legal representatives. All obligations imposed upon the Grantee and
all rights granted to the Company under this Agreement shall be final, binding,
and conclusive upon the Grantee’s heirs, executors, administrators, and
successors.

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

              11.
           Entire
Agreement

     

    This
Agreement and the Plan contain the entire agreement and understanding of the
parties hereto with respect to the subject matter contained herein and supersede
all prior communications, representations and negotiations in respect
thereto.

     

              12.
           Resolution of
Disputes

     

                              12.1
          Any dispute or
disagreement which may arise under, or as a result of, or in any way relate to,
the interpretation, construction or application of this Agreement and the Plan
shall be determined by the Committee. Any determination made by the Committee
shall be final, binding and conclusive on the Grantee and the Company and their
successors, assigns, heirs, executors, administrators and legal representatives
for all purposes.

     

                              12.2
          To the extent
permitted by applicable law, any dispute, disagreement or claim which may arise
under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement or the Plan, any breach hereof or
thereof, or relating to the enforcement or arbitrability of any provision hereof
or thereof, shall be settled by binding arbitration in Atlanta, Georgia by the
American Arbitration Association. Judgment on the arbitrator’s award shall be
final and may be entered in any court having jurisdiction thereof. Except as may
otherwise be determined by the arbitrator(s), each party shall be solely
responsible for any expenses (including attorneys’ fees and disbursements, court
costs and expert witness fees) incurred by it or on its behalf in investigating
and enforcing any rights under this Agreement, and each party shall bear
one-half of the fees and expenses of the arbitrator(s) in connection with any
arbitration or other proceeding.

     

                                12.3
          THIS AGREEMENT
CONTAINS AN ARBITRATION CLAUSE. BY SIGNING THIS AGREEMENT, THE PARTIES AGREE
THAT EACH PARTY TO THIS AGREEMENT IS GIVING UP THE RIGHT TO SUE THE OTHER PARTY
IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY. ARBITRATION AWARDS ARE
GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY
AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN
DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN
ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATOR(S) DO NOT HAVE TO EXPLAIN
THE REASON(S) FOR THEIR AWARD. THE ARBITRATION RULES MAY IMPOSE TIME LIMITS FOR
BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR
ARBITRATION COULD HAVE OTHERWISE BEEN BROUGHT IN COURT.

    
      
         


      

      
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              13.
            Pronouns;
Including

     

                              Wherever
appropriate in this Agreement, personal pronouns shall be deemed to include the
other genders and the singular to include the plural. Wherever used in this
Agreement, the term “including” means “including, without
limitation.”

     

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              IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.

    
      
        	 
      	 
      	 
      
	 
      	
                UNITED
      COMMUNITY BANKS, INC.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                

              
	 
      	 
      	 
      
	 
      	
                Name:  

              	
                Jimmy
      C. Tallent

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                President
      & Chief Executive Officer

              


      

    

     

              By
signing below, the Grantee hereby accepts the RSU grant subject to all its terms
and provisions and agrees to be bound by the terms and provisions of this
Agreement and the Plan. The Grantee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors
of the Company, or the Compensation Committee or other Committee responsible for
the administration of the Plan, upon any questions arising under the
Plan.

    
      	 
      	 
      	 
      
	 
      	
              GRANTEE

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	 
      
	 
      	
              Name:  

            	 
      


    

     

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