exv10w3



 




Exhibit 10.3

RESTRICTED STOCK AGREEMENT (DIRECTOR)

This Restricted Stock Agreement (“Agreement”) has been entered into as of the      day of      , 200     ,
between Integra Bank Corporation, an Indiana corporation (the “Company”), and      (“Participant”), a
director of the Company who is not an Employee of the Company or one of the Company’s Subsidiaries pursuant to the
Company’s 2007 Equity Incentive Plan (the “Plan”).



WHEREAS, the Committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”)
has granted to Participant a restricted stock award pursuant to the terms and conditions as provided in the Plan and
this Agreement; and



WHEREAS, the parties desire to set forth the terms and conditions of the award.



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties
hereto agree as follows:



1. Grant of Award. Subject to the terms and conditions set forth in the Plan and this Agreement, the
Committee hereby grants to Participant an award of      restricted shares (the “Restricted Shares”) of the
Company’s common stock (the “Common Stock”). The date of this grant (the “Restricted Share Award Date”) is
           , 200     .



2. Representations of Participant. Participant hereby (a) accepts the award of Restricted Shares
described in paragraph 1, (b) agrees that the Restricted Shares will be held by him or her and his or her successors
subject to (and will not be disposed of except in accordance with) all of the restrictions, terms and conditions
contained in this Agreement and the Plan, and (c) agrees that any certificates issued for the Restricted Shares may
bear the following legend or such other legend as the Company, from time to time, deems appropriate:



“The transferability of this certificate and the shares represented hereby are
subject to the terms and conditions (including forfeiture) contained in the
Integra Bank Corporation 2007 Equity Incentive Plan, and an Award Agreement
entered into between the registered owner and Integra Bank Corporation. Copies of
the Plan and Award Agreement are on file in the office of the Secretary of Integra
Bank Corporation.”



3. Vesting. Subject to the terms of the Plan, the number of Restricted Shares held by Participant set
forth below shall become fully vested and nonforfeitable on the following dates:


 


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	Years from the
	Date of Issue	 	Number of Shares
	 	 	 
	One

	 	[     ]
	Two

	 	[     ]
	Three

	 	[     ]




or, if earlier, on such date that Participant no longer serves on the Board of Directors of the Company.



4. Restriction Period. Except as otherwise provided in this Agreement or the Plan, Participant may not
sell, assign, transfer, pledge or otherwise dispose of or encumber any of the Restricted Shares, or any interest
therein, until his rights in such Shares have vested in accordance with this Agreement (the “Restriction Period”). Any
purported sale, assignment, transfer, pledge or other disposition or encumbrance in violation of this Agreement or the
Plan will be void and of no effect.



5. Voting and Dividends. During the Restriction Period and except as provided in the Plan, Participant
shall have all of the rights of a shareholder of the Company with respect to the Restricted Shares, including the right
(i) to vote the Restricted Shares and (ii) to receive any cash dividends or other distributions, whether in cash,
property, or stock of another company, paid on the Restricted Shares. Stock dividends and shares issued as a result of
any stock-split, if any, issued with respect to the Restricted Shares shall be treated as additional Restricted Shares
and shall be subject to the same restrictions and other terms and conditions that apply with respect to, and shall vest
or be forfeited at the same time as, the Restricted Shares with respect to which such stock dividends or shares are
issued.



6. Forfeiture. Notwithstanding paragraph 3, the Committee, in its sole discretion, may hereafter
determine that upon termination of Continuous Service, Participant shall forfeit all unvested Restricted Shares, and
not receive any compensation for such forfeited Restricted Shares. Participant shall have no further rights as a
shareholder of the Company with respect to the forfeiture, including, without limitation, any right to receive any
distribution payable to shareholders of record on or after the date of such forfeiture.



7. Certificates. As soon as practicable after the Restricted Share Award Date, the Company shall issue
stock certificates in respect of the Restricted Shares which will be registered in Participant’s name, and shall bear
whatever legend the Committee shall determine, including, but not limited to, the legend set forth in paragraph 2.
Such certificates shall be held by the Company pending vesting. To the extent the Restricted Shares vest, the Company
shall promptly provide Participant (or in the case of his death, his designated beneficiary) the certificates for the
appropriate number of shares of Common Stock.



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8. Withholding. In connection with the transfer of shares of Common Stock as a result of the vesting of
Restricted Shares, the Company shall have the right to require Participant to pay an amount in cash sufficient to cover any tax, including any Federal, state or local income tax, required by any governmental entity to be withheld or otherwise deducted and paid with respect to such
transfer (“Withholding Tax”), and to make payment to the appropriate taxing authority of the amount of such Withholding
Tax.



9. Tax Election. Participant agrees that he or she will not make the election provided for in Section
83(b) of the Code (as defined in the Plan) with respect to the Restricted Shares.



10. Qualification of Rights. Neither this Agreement nor the existence of the award shall be construed as
giving Participant any right to be retained as a Director of the Company.



11. Plan Controlling. The terms and conditions set forth in this Agreement are subject in all respects to
the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee
shall be binding and conclusive upon Participant and his or her legal representatives.



12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Indiana.



13. Notices. All notices and other communications required or permitted under this Agreement shall be
written and shall be delivered personally or sent by registered or certified first-class mail, postage prepaid and
return receipt required, addressed as follows: if to the Company, to the Company’s executive offices in Evansville,
Indiana, and if to Participant or his or her successor, to the address last furnished by Participant to the Company.
Each notice and communication shall be deemed to have been given when received by the Company or Participant.



14. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on
any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.


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IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as of the day first written above.



INTEGRA BANK CORPORATION



By:                                                                 

Michael T. Vea, Chairman of the Board,

President and Chief Executive Officer




[Signature of Participant]                           


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