Exhibit 10.5


 


SUSQUEHANNA BANCSHARES, INC.


2013 OMNIBUS EQUITY COMPENSATION PLAN


RESTRICTED
STOCK SUMMARY OF GRANT


Susquehanna Bancshares, Inc., a Pennsylvania
corporation (the “Company”), pursuant to its 2013 Omnibus Equity Compensation
Plan (the “Plan”), hereby grants to the individual listed below (the
“Participant”), this Restricted Stock grant representing the number shares of
common stock of the Company (“Company Stock”) that may become vested as set
forth below (the “Restricted Stock”).  The shares of Restricted Stock are
subject in all respects to the terms and conditions set forth herein, in the
Restricted Stock Grant Agreement attached hereto as Exhibit A (the
“Restricted Stock Grant Agreement”) and the Plan, each of which is incorporated
herein by reference and made part hereof.  Unless otherwise defined herein,
capitalized terms used in this Restricted Stock Summary of Grant (the “Summary
of Grant”) and the Restricted Stock Grant Agreement will have the meanings set
forth in the Plan.  


Participant:                                             [__]


Date
of Grant:                                        [__]


Number of Shares of Company         


Stock:                                                      [__]


Vesting
Schedule:                                  [Except as set forth
herein, the shares of Restricted Stock[are fully vested and nonforfeitable as
of the Date of Grant] [shall vest on the first, second and third anniversaries
of the Date of Grant] (each a “Vesting Date”), provided that the Participant
continues to be employed by, or provide service to, the Employer through the
applicable Vesting Date.]


Vesting
Upon Change of Control:      [In the event a Change of
Control occurs while the Participant is employed by, or providing service to,
the Employer, the Restricted Stock shall accelerate and vest in full upon the
Change of Control.]


 












 




 










 








  








Participant Acceptance:        


By signing the acknowledgement below, the Participant agrees
to be bound by the terms and conditions of the Plan, the Restricted Stock Grant
Agreement and this Summary of Grant and accepts the Restricted Stock following
the date of the Company’s notification to the Participant of the grant of the
Restricted Stock (the “Notification Date”).  The Participant accepts as
binding, conclusive and final all decisions or interpretations of the Committee
(as defined in the Plan) upon any questions arising under the Plan, this
Summary of Grant or the Restricted Stock Grant Agreement.  


The Participant acknowledges delivery of the Plan and the
Plan prospectus together this with this Summary of Grant and the Restricted
Stock Grant Agreement.  Additional copies of the Plan and the Plan prospectus
are available at the intranet site at [__] or by contacting the Company’s Human
Resources Department at [__].   


                                                                                    Agreed and accepted:


 


 


                                                                                                                                                            


                                                                                    Participant 


 


 


                                                                                                                                                            


Date


 


 





 










 




 










 








  








EXHIBIT A


SUSQUEHANNA BANCSHARES, INC.


RESTRICTED
STOCK GRANT AGREEMENT


(Pursuant to the 2013
Omnibus Equity Compensation Plan)


This Restricted Stock Grant Agreement (this “Agreement”) is
delivered by Susquehanna Bancshares, Inc., a Pennsylvania corporation (the
“Company”), pursuant to the Summary of Grant delivered with this Agreement to the
individual named in the Summary of Grant (the “Participant”).  The Summary of
Grant, which specifies the Participant, the date as of which the grant is made
(the “Date of Grant”), the vesting schedule and other specific details of the
grant is incorporated herein by reference.


1.                 
Grant
of Restricted Stock. 
Upon the terms and conditions set forth in this Agreement and in the Company’s
2013 Omnibus Equity Compensation Plan (the “Plan”), the Company hereby grants
to the Participant the shares of common stock of the Company (“Company Stock”),
in the amount and on the terms set forth in the Summary of Grant (the
“Restricted Stock”). The Participant hereby acknowledges the receipt of a copy
of the official prospectus for the Plan. Copies of the Plan and the official
Plan prospectus are available on the Company’s intranet site at [__] or by
contacting the Company’s Human Resources Department at [__].  This Agreement is
made pursuant to Plan and is subject in its entirety to all applicable
provisions of the Plan.  Capitalized terms used herein and not otherwise
defined will have the meanings set forth in the Plan.  The Participant agrees
to be bound by all of the terms and conditions of the Plan.


2.                 
Vesting
and Nonassignability of Restricted Stock. 
 


 


(a)               
The  shares  of  Restricted  Stock  shall  become 
vested,  and  the  restrictions  described 
in Sections 2(b)  and  2(c)  shall  lapse,  upon  the  Participant's  satisfaction  of  the  requirements  of  the Vesting Schedule 
set  forth  in  the  Summary 
of  Grant.   If  the  Vesting 
Schedule  set  forth  in  the Summary of  Grant  would  result
in  the  Participant  vesting  in  a  fractional  share  of  Restricted 
Stock, the number  of  shares  in  which  the  Participant  becomes 
vested  shall  be rounded down  to  the  nearest
whole share  of  Restricted  Stock. 


(b)              
Except  as  otherwise  provided 
in  the  Summary  of  Grant, 
if  the  Participant  ceases  to  be
employed by,  or  provide  service 
to,  the  Employer 
for  any  reason before the  Restricted  Stock fully vests,  the  shares  of  Restricted  Stock  that  are  not  then  vested  shall  be  forfeited  and  must  be immediately returned  to  the  Company. 


(c)               
During the period  before  the  shares  of  Restricted  Stock vest (the  “Restriction  Period”), the non-vested  Restricted  Stock may not  be  assigned, 
transferred,  pledged  or  otherwise  disposed of by  the  Participant.   Any  attempt to
assign, transfer,  pledge 
or  otherwise  dispose 
of  the  shares contrary to  the  provisions  hereof, 
and  the levy of any  execution,  attachment  or  similar  process upon the  shares,  shall be null,  void  and  without  effect. 


3.                 
Issuance
of Certificates. 
 


(a)               
Stock
certificates representing the Restricted Stock may be issued by the Company and
held in escrow by the Company until the Restricted Stock vests, or the Company
may hold non‐certificated shares until the Restricted Stock vests. 
During the Restriction Period, the Participant shall receive any cash dividends
with respect to the shares of Restricted Stock, may vote the shares of
Restricted Stock and may 







 




 










 








  








participate in any
distribution pursuant to a plan of dissolution or complete liquidation of the
Company.  In the event of a dividend or distribution payable in stock or other
property or a reclassification, split up or similar event during the
Restriction Period, the shares or other property issued or declared with
respect to the non-vested shares of Restricted Stock shall be subject to the
same terms and conditions relating to vesting as the shares to which they
relate.


(b)              
When the
Participant obtains a vested right to shares of Restricted Stock, a certificate
representing the vested shares shall be issued to the Participant, free of the
restrictions under Section 2 of this Agreement.


(c)               
The
obligation of the Company to deliver shares upon the vesting of the Restricted
Stock shall be subject to all applicable laws, rules, and regulations and such approvals
by governmental agencies as may be deemed appropriately to comply with relevant
securities laws and regulations.


4.                 
Tax
Consequences. 
 


(a)               
The
Participant acknowledges that the Company has not advised the Participant
regarding the Participant’s income tax liability in connection with the grant
or vesting of the Restricted Stock and the delivery of shares of Company Stock
in connection therewith.  The Participant has reviewed with the Participant’s
own tax advisors the federal, state, and local and tax consequences of the
grant and vesting of the Restricted Stock and the delivery of shares of Company
Stock in connection therewith as contemplated by this Agreement.  The
Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents.  The Participant
understands that the Participant (and not the Company) will be responsible for
the Participant’s own tax liability that may arise as a result of the
transactions contemplated by this Agreement.


(b)              
The  Participant  shall  be  required 
to  pay  to  the  Company, 
or  make  other 
arrangements satisfactory to  the Company to  provide  for  the  payment  of,  any  federal,  state, 
local  or  other  taxes
that the  Employer  is  required 
to  withhold  with  respect  to  the  grant  or
vesting of  the  Restricted Stock.  To the extent applicable, the
Committee may provide that upon vesting the number of shares of Restricted
Stock will be reduced by a number of shares of Restricted Stock sufficient to
satisfy the amount of any federal, state or local income and employment taxes
associated with vesting of the Restricted Stock.  In no event will the amount
of withholding exceed the minimum applicable withholding tax rate for federal
(including FICA), state, local and other tax liabilities.


5.                 
Recoupment
Policy.  The
Participant agrees that the Participant will be subject to any compensation,
clawback and recoupment policies that may be applicable to the Participant, as
in effect from time to time and as approved by the Board of Directors, the Committee
or a duly authorized committee thereof, whether or not approved before or after
the Date of Grant.


6.                 
Successors
and Assigns. 
Except to the extent otherwise provided in this Agreement, the provisions of
this Agreement will inure to the benefit of, and be binding upon, the Company
and its successors and assigns.  This Agreement may be assigned by the Company
without the Participant’s consent.


7.                 
Entire
Agreement. 
This Agreement contains the entire agreement of the parties with respect to the
Restricted Stock granted hereby and may not be changed orally but only by an
instrument in writing signed by the party against whom enforcement of any
change, modification or extension is sought. 









 




 










 








  








8.                 
Grant
Subject to Plan Provisions.
This grant is made pursuant to the Plan, the terms of which are incorporated
herein by reference, and in all respects will be interpreted in accordance with
the Plan.  This grant is subject to interpretations, regulations and
determinations concerning the Plan established from time to time by the
Committee in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (a) rights and obligations with respect to
withholding taxes, (b) the registration, qualification or listing of the
shares, (c) changes in capitalization of the Company and (d) other requirements
of applicable law.  The Committee will have the authority to interpret and
construe this grant pursuant to the terms of the Plan, and its decisions will
be conclusive as to any questions arising hereunder.


9.                 
No
Employment or Other Rights. 
This Agreement will not confer upon the Participant any right to be retained in
the employment or service of the Company and will not interfere in any way with
the right of the Company to terminate the Participant’s employment or service
at any time.  The right of the Company to terminate at will the Participant’s
employment or service at any time for any reason is specifically reserved.


10.             
Notice.  Any notice to the Company
provided for in this instrument will be addressed to the Company in care of the
Corporate Secretary and Counsel at the Company’s corporate headquarters, and
any notice to the Participant will be addressed to such Participant at the
current address shown on the payroll records of the Company, or to such other
address as the Participant may designate to the Company in writing.  Any notice
will be delivered by hand, sent by telecopy or enclosed in a properly sealed
envelope addressed as stated above, registered and deposited, postage prepaid,
in a post office regularly maintained by the United States Postal Service.


11.             
Applicable
Law.  The
validity, construction, interpretation and effect of this Agreement will be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflicts of laws provisions
thereof.


12.             
Application
of Section 409A of the Code. 
This Agreement is intended to be exempt from section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).