**EXHIBIT 10.TT**

 

**OMNIBUS STOCK PLAN**

 

**RESTRICTEDSTOCK AWARD AGREEMENT**

 

**AGREEMENT,**made effective as of                                 by and between Mercantile Bankshares Corporation, a Maryland corporation (“Company”),and                                  (“Award Recipient”):

 

**WHEREAS**,the Company maintains the Mercantile Bankshares Corporation 1999 Omnibus StockPlan (“Omnibus Stock Plan”) under which the Company’s Compensation Committee (“Committee”)of the Board of Directors (“Board”) may, among other things, award shares ofthe Company’s Common Stock of $2.00 par value (“Common Stock”) to such membersof the Company’s management team as the Committee may determine, subject tosuch terms, conditions, or restrictions as the Committee may deem appropriate;and

 

**WHEREAS**,pursuant to the Omnibus Stock Plan, the Committee, with the approval of theBoard, has granted to the Award Recipient a restricted stock award subject tothis Agreement setting forth the terms and conditions applicable to such awardin accordance with Article 5 of the Omnibus Stock Plan; and

 

**WHEREAS**,the Award Recipient desires to accept said award in accordance with the termsand provisions of the Omnibus Stock Plan and this Agreement.

 

**NOW,****THEREFORE**, in consideration of thepremises and mutual covenants and agreements contained herein, the Company andAward Recipient agree as follows:

 

**1.             AWARD OF SHARES:**

 

Under the terms of theOmnibus Stock Plan, the Committee has granted to the Award Recipient, and hascaused to be recorded on the books of the Company, a restricted stock awardmade on                                 (“Award Date”), of                                 shares of Common Stock (“Award Shares”) subject to the terms, conditions, andrestrictions set forth in this Agreement. The Award Recipient has paid to the Company a purchase price of $                                 ,equal to $0.01 for each Award Share granted hereunder.

 

**2.****                                      AWARDRESTRICTIONS:**

 

The Award Shares shall benontransferable and subject to forfeiture until such shares vest in accordancewith the provisions set forth below. Subject to Section 4 of this Agreement, the Award Shares shall becomefully vested at the end of the three-year period ending                                 (the “restriction period”), if the Award Recipient shall have been continuouslyemployed by the Company throughout such restriction

 

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period.  The number of Award Shares which may becomevested upon expiration of the  restrictionperiod are set forth below.

 

| **Number of Award  Shares Vesting** | ** ** | **Restriction  Period Ending** | ** ** |
|-------------------------------------|------------|--------------------------------|------------|
| ** **                          | ** ** | ** **                     | ** ** |
|                                |       |                           |       |
| ** **                          | ** ** | ** **                     | ** ** |

 

Upon the vesting of AwardShares by virtue of the lapse of the restriction period set forth above orunder Section 4 of this Agreement, the Company shall deliver to the AwardRecipient (or the person or persons entitled thereto under Section 12 of thisAgreement in the event of her death) a stock certificate covering the requisitenumber of vested shares registered on the Company’s books within 30 days aftervesting.  Upon receipt of such stockcertificate, the holder is free to hold or dispose of such certificate at will,subject to any applicable securities laws or regulations governingtransferability of shares of the Company.

 

During the restrictionperiod and prior to vesting, Award Shares are not transferable by the AwardRecipient by means of sale, assignment, exchange, pledge, hypothecation, orotherwise (other than by will or other instrument taking effect upon her deathor the laws of descent and distribution).

 

**3.****                                      STOCKCERTIFICATES:**

 

Prior to the vesting ofthe Award Shares, the stock certificate(s) evidencing the Award Shares shall beregistered on the Company’s books in the name of the Award Recipient as of theAward Date.  Physical possession orcustody of such stock certificate(s) shall be retained by the Company untilsuch time as the shares are vested. While in its possession, the Company reserves the right to place alegend on the stock certificate(s) restricting the transferability of suchcertificate(s) and referring to the terms and conditions (including forfeiture)approved by the Committee and applicable to the shares represented by thecertificate(s).  The Award Recipientshall deliver to the Company such number of stock powers, endorsed in blank, asthe Committee shall require with respect to the Award Shares to be held by theCompany during the restriction period.

 

Prior to the vesting ofthe Award Shares, the Award Recipient shall be entitled to vote the AwardShares and to all other rights of a holder of Common Stock of the Company,except that cash dividends will not be paid to the Award Recipient but shall bewithheld by the Company on the following terms. The Company shall maintain and record a calculation of the number ofadditional shares of Common Stock (“Additional Award Shares”) that the AwardRecipient would own at the end of the restriction period (or at such earlierdate on which Award Shares shall become vested under Section 4 of thisAgreement) as if cash dividends (commencing with the dividend payable in                    )had been payable to the Award Recipient and had been reinvested in Common Stock(including fractional shares) of the Company by her as a participant in theCompany’s Dividend Reinvestment and Stock Purchase Plan (as in effect on thedate

 

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hereof, or any suchamended or successor plan).  Upon thevesting of the Award Shares, a certificate for the Additional Award Sharesshall be issued to the Award Recipient in the same manner as will apply to theAward Shares and shall be deemed to be awarded as a supplemental restrictedstock award under the Omnibus Stock Plan, in consideration of the amount ofcash dividends withheld, with cash paid in lieu of any fractional AdditionalAward Share.  If any Award Shares do notbecome vested, the Additional Award Shares attributable thereto will not beissued and no payments to the Award Recipient with respect to such Award Sharecash dividends will be made.

 

Any securities or otherproperty distributable to holders of Common Stock of the Company, other thancash dividends, prior to the vesting of Award Shares, shall be treated in thesame way, subject to the same vesting and forfeiture conditions, as Award Sharesand shall not be distributed to the Award Recipient unless and until such AwardShares become vested.

 

**4.****                                      TERMINATIONOF EMPLOYMENT:**

 

If the Award Recipient’semployment with the Company terminates due to death or total and permanentdisability or by reason of involuntary termination of her employment by theCompany in violation of any employment agreement, during the restrictionperiod, any Award Shares which are then subject to restriction shall becomefully vested as of such date of termination of employment.  If the employment of the Award Recipient withthe Company is terminated for any other reason during the restriction period,no Award Shares which are then subject to restriction shall become vested andsuch Award Shares shall be forfeited by the Award Recipient and revert to theCompany, without payment of any consideration to the Award Recipient.  The Committee shall have absolute discretion(subject to any applicable laws) to determine whether an authorized leave ofabsence or absence on military or government service or otherwise shallconstitute a termination of employment for purposes of this Agreement.  The Committee shall have absolute discretionto determine whether an Award Recipient’s termination of employment is due tototal and permanent disability.  TheCommittee may require the Award Recipient to provide whatever evidence theCommittee deems desirable to ascertain whether the Award Recipient is totallyand permanently disabled.

 

**5.****                                      WITHHOLDINGTAXES AND TAX ELECTIONS:**

 

The Company shall havethe right to deduct from any compensation or any other payment of any kind(including withholding the issuance of shares of Common Stock) due the AwardRecipient the amount of any federal, state or local taxes required by law to bewithheld as a result of the grant of the restricted stock award or the lapse ofthe restriction period in whole or in part; provided, however, that the valueof the shares of Common Stock withheld may not exceed the statutory minimumwithholding amount required by law.  In lieuof such deduction, the Company may require the Award Recipient to make a cashpayment to the Company or an Affiliate equal to the amount required to bewithheld.  If the Award Recipient doesnot make such payment when

 

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requested, the Companymay refuse to issue any Common Stock certificate under this Agreement untilarrangements satisfactory to the Committee for such payment have been made.

 

The Award Recipient hasreceived an information letter disclosing that an election could be made underSection 83(b) of the Internal Revenue Code of 1986, as amended, under which shecould recognize income on the grant of Award Shares at the time of the grantand prior to the vesting of such Award Shares.

 

**6.****                                      IMPACTON OTHER BENEFITS:**

 

The value of therestricted stock award (either on the Award Date or at the time the shares arevested) shall not be includable as compensation or earnings for purposes of anyother benefit plan offered by the Company.

 

**7.****                                      ADMINISTRATION:**

 

The Committee or theBoard shall have full authority and discretion (subject only to the expressprovisions of the Omnibus Stock Plan) to decide all matters relating to theadministration, interpretation and implementation of the Omnibus Stock Plan andthis Agreement.  All such Committeedeterminations shall be final, conclusive, and binding upon the Company, theAward Recipient, and any and all interested parties.

 

**8.****                                      RIGHTTO CONTINUED EMPLOYMENT:**

 

Nothing in the OmnibusStock Plan or this Agreement shall be construed as a contract of employmentbetween the Company and the Award Recipient, or as a contractual right of theAward Recipient to continue in the employ of the Company or any affiliate.

 

**9.*****                                     *AMENDMENTS:**

 

This Agreement containsthe entire agreement between the parties with respect to the subject mattercontained herein and may not be modified, except as provided in the OmnibusStock Plan or in a written document signed by each of the parties hereto.

 

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**10.****                               FORCEAND EFFECT:**

 

This Agreement isintended to conform in all respects with, and is subject to all applicableprovisions of, the Omnibus Stock Plan (including, without limitation, theantidilution and other provisions of Article 7), which is incorporated hereinby reference.  Inconsistencies betweenthe Agreement and the Omnibus Stock Plan shall be resolved in accordance withthe terms of the Omnibus Stock Plan.  Inthe event of any ambiguity in the Agreement or any matters as to which theAgreement is silent, the Omnibus Stock Plan shall govern.

 

**11.****                               PREVAILINGLAWS:**

 

This Agreement shall beconstrued and enforced in accordance with and governed by the laws of the Stateof Maryland, without regard to the conflict of laws principles thereof.

 

**12.****                               SUCCESSORS:**

 

This Agreement shall bebinding upon and inure to the benefit of the Company, its successors andassigns, and the Award Recipient and his heirs, personal representatives andassigns.

 

**INWITNESS WHEREOF**, the Company has caused this Agreement to beexecuted by its duly authorized officer, and the Award Recipient has hereuntoset her hand and seal, on this           day of                          .

 
| **ATTEST:**              | **Mercantile Bankshares Corporation** |
|--------------------------|---------------------------------------|
|                     |                                  |
|                     |                                  |
|                     |                                  | By: |   |   |
|                     |                                  |
| John L. Unger, Secretary |                                  | Edward J. Kelly, III. |
|                     |                                  | Chairman, President & CEO |
|                     |                                  |
| WITNESS:                 |                                  |
|                     |                                  |
|                     |                                  |
|                     |                                  |   |   |
|                          |                                       |  |  |  |  |

 

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**STOCKPOWER**

 

FOR VALUE RECEIVED, theundersigned,                         an individual residing at                                                                                         ,whose social security number is                             ,hereby sells, assigns and transfers unto Mercantile Bankshares Corporation orits successor                   shares of Common Stock, $2.00 par value per share, of the Mercantile BanksharesCorporation (the “Company”) standing in my name of the books of the Company,represented by Certificate No.                   ,which is attached hereto, and hereby irrevocably constitutes and appointsMercantile Bankshares Corporation as my attorney to transfer the said stock onthe books of the Company with full power of substitution in the premises.

 

WITNESS:

 

 
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|   | Shareholder |
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| Dated: |        |   |   |
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