Exhibit 10.1


 


OLD SECOND BANCORP, INC.


2008 EQUITY INCENTIVE PLAN


RESTRICTED STOCK AWARD AGREEMENT


 


THIS AGREEMENT,
entered into as of the Grant Date (as defined in paragraph 2), by and between
the Participant and Old Second Bancorp, Inc., a Delaware corporation;


 


WITNESSETH THAT:


 


WHEREAS, the
Company maintains the Old Second Bancorp, Inc. 2008 Equity Incentive Plan
(the “Plan”), which is
incorporated into and forms a part of this Award Agreement, and the Participant
has been selected by the Committee administering the Plan to receive a
Restricted Stock Award under the Plan;


 


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


 


Section 1.              Award.  In accordance with the Plan, the Company
hereby grants to the Participant this Award which represents the right to
receive Stock (the “Covered Shares”)
as set forth in Section 2. This Award is in
all respects limited and conditioned as provided herein.


 


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


 


(a)           The “Participant” is [               ].


 


(b)           The “Grant Date” is [               ].


 


(c)           The number of “Covered Shares” is [          ] shares of Stock.


 


Except where the
context clearly implies to the contrary, any capitalized term in this Award
Agreement shall have the meaning ascribed to that term under the Plan.


 


Section 3.              Restricted Period.  This Award Agreement evidences the Company’s
grant to the Participant as of the Grant Date, on the terms and conditions
described in this Award Agreement and in the Plan, the right of the Participant
to receive stock free of restrictions once the Restricted Period ends.


 


(a)           Subject to the
limitations of this Award Agreement, the “Restricted
Period” for the Covered Shares shall begin on the Grant Date and end
upon the first to occur of the following (but only if the Participant has not
had a Termination of Service before the end of the Restricted Period):


 


(i)            the date on which all
obligations of the Company arising from financial assistance provided under the
Troubled Asset Relief Program 


 

















 


under the
Emergency Economic Stabilization Act of 2008 are no longer outstanding; or


 


(ii)           the date on which the
restrictions and executive compensation limits applicable to this Award
Agreement, are waived, removed or redacted, or are otherwise no longer
applicable.


 


(b)           In the event the
Participant’s Termination of Service occurs prior to the expiration of the
Restricted Period, the Participant shall forfeit all rights, title and interest
in and to the Covered Shares still subject to a Restricted Period as of the
Participant’s Termination of Service date.


 


Section 4.              Delivery of Shares.  Delivery of Stock or other amounts under this
Award Agreement and the Plan shall be subject to the following:


 


(a)           Compliance with
Applicable Laws.  Notwithstanding any other provision of this Award
Agreement or the Plan, the Company shall have no obligation to deliver any
Stock or make any other distribution of benefits under this Award Agreement or
the Plan unless such delivery or distribution complies with all applicable laws
(including, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.


 


(b)           Certificates.  To the extent that
this Award Agreement and the Plan provide for the issuance of Stock, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock
exchange.


 


Section 5.              Withholding.  All deliveries
of shares of Stock pursuant to this Award Agreement shall be subject to
withholding of all applicable taxes.  The
Company 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 tax requirements prior to the delivery date
of any certificate or certificates for Stock (or cash or other property) under
the Award Agreement.  At the election of the Participant, subject to the rules and
limitations as may be established by the Company, such withholding obligations
may be satisfied through the surrender of shares of Stock which the Participant
already owns, or to which Participant is otherwise entitled.


 


Section 6.              Non-Transferability of Award.  During
the Restricted Period, the Participant shall not sell, assign, transfer,
pledge, hypothecate, mortgage, encumber or dispose of any Covered Shares
awarded under this Award.


 


Section 7.              Dividends.  The Participant shall be  entitled
to receive dividends and distributions paid on the Covered Shares during the
Restricted Period; provided, however,
that no dividends or distributions shall be payable to or for the benefit of
the Participant with respect to record dates for such dividends or
distributions occurring before or prior to the Grant Date, or with respect to
record dates for such dividends or distributions occurring on or after the
date, if any, on which the Participant has forfeited those Covered Shares.


 


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Section 8.              Voting Rights.  The Participant shall be entitled to vote the
Covered Shares during the Restricted Period; provided,
however, that the Participant shall not be entitled to vote Covered
Shares with respect to record dates for any Covered Shares occurring on or
after the date, if any, on which the Participant has forfeited those Covered
Shares.


 


Section 9.              Deposit of Restricted Stock Award.  Each
certificate issued with respect to Covered Shares awarded under this Award
Agreement and subject to the restrictions contained herein, shall be registered
in the name of the Participant and shall be retained by the Company, or an
agent of the Company, until the end of the Restricted Period with respect to
such Covered Shares.


 


Section 10.            Heirs and Successors.  This Award Agreement 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 and business.  If any rights of
the Participant or benefits distributable to the Participant under this Award
Agreement 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 this Award
Agreement 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 form may be
amended or revoked from time to time by the Participant.  If a deceased 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 and
shall be payable to the legal representative of the estate of the
Participant.  If a deceased Participant
designates a beneficiary and the Designated Beneficiary survives the
Participant but dies before the settlement of Designated Beneficiary’s rights
under this Award Agreement, 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 11.            Administration.  The authority to manage
and control the operation and administration of this Award Agreement and the
Plan shall be vested in the Committee, and the Committee shall have all powers
with respect to this Award Agreement as it has with respect to the Plan. Any
interpretation of this Award Agreement or the Plan by the Committee and any
decision made by it with respect to this Award Agreement or the Plan are final
and binding on all persons.


 


Section 12.            Plan Governs.  Notwithstanding
anything in this Award Agreement the contrary, this Award Agreement shall be
subject to the terms of the Plan, a copy of which may be obtained by the
Participant from the office of the Secretary of the Company; and this Award
Agreement are subject to all interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the
Plan.  Notwithstanding anything in this
Award Agreement to the contrary, in the event of any discrepancies between the
corporate records and this Award Agreement, the corporate records shall
control.


 


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Section 13.            Interpretation.  The Award Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the
Company from time to time.  Any
interpretation of the Award Agreement by the Company and any decision made by
it with respect to the Award Agreement are final and binding on all
persons.  Notwithstanding anything in the
Award Agreement to the contrary, in the event of any discrepancies between the
corporate records and the Award Agreement, the corporate records shall control


 


Section 14.            Not an Employment Contract.  The
Award will not confer on the Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate or modify the terms of such Participant’s
employment or other service at any time.


 


Section 15.            Amendment.  This Award Agreement may be amended in accordance with
the provisions of the Plan, and may otherwise be amended by written Award
Agreement of the Participant and the Company without the consent of any other
person.


 


Section 16.            Governing Law.  This Award Agreement, the
Plan, and all actions taken in connection herewith 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 17.            Validity.  If any provision of this Award Agreement is
determined to be illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but the Award Agreement
shall be construed and enforced as if such illegal or invalid provision has
never been included herein.


 


Section 18.            Section 409A
Amendment.  The Committee
reserves the right (including the right to delegate such right) to unilaterally
amend this Award without the consent of the Participant in order to maintain an
exclusion from the application of, or to maintain compliance with, Code Section 409A.  Participant’s acceptance of this Award
Agreement constitutes acknowledgement and consent to such rights of the
Committee.


 


Section 19.            EESA Amendment.  The Committee reserves the right (including
the right to delegate such right) to unilaterally amend this Award Agreement
without the consent of the Participant in order to maintain an exclusion from
the application of, or to maintain compliance with, Section 111(b)(3)(D)(i)(III) of
the Emergency Economic Stabilization Act of 2008.  Participant’s acceptance of this Award
constitutes acknowledgement and consent to such rights of the Committee.


 


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IN WITNESS WHEREOF, the Participant and the Company have
executed this Award Agreement, all as of the Grant Date.


 


	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                         ]

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  OLD
  SECOND BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
				



 


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