exv10w8



 





ROCKHILL HOLDING COMPANY

2005 RESTRICTED STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT

(Performance Vesting)




     THIS
AGREEMENT (the “Agreement”), is made effective as of the day of
          ,
2007, between Rockhill Holding Company, a Delaware corporation
(hereinafter called the “Company”),            and (hereinafter called the
“Participant”):



RECITALS:




     WHEREAS,
the Company has adopted the Rockhill Holding Company 2005 Restricted Stock Plan (the
“Plan”), as amended from time to time, which Plan is incorporated herein by reference and made a
part of this Agreement; and



     WHEREAS,
the Committee has determined that it would be in the best interests of the Company
and its shareholders to grant the Shares of Restricted Stock provided for herein to the Participant
pursuant to the Plan and the terms set forth herein.



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:




	 	1.	 	Grant of Shares. The Company hereby awards to the Participant           
Shares of Restricted Stock, the vesting and distribution of which is dependent upon
the achievement of certain performance goals more fully described in Section 3 of this
Agreement.
	 
	 	2.	 	Performance Period. The performance goals described in Section 3 below
shall be determined from January 1, 2008 and ending on December 31, 2012
(the “Performance Period”).
	 
	 	3.	 	Vesting. The Restricted Stock granted under this Award shall vest only to the
extent that the Company’s consolidated GAAP average return on equity
targets (calculated as described in Section (3)(b) below, the “ROE”) as set
forth below are achieved as set forth in Section 3(a) through Section 3(c) or
the internal rate of return (calculated as described in Section 3(e) below, the
“IRR”) targets as set forth below are achieved. This Award shall vest if
either threshold is equaled or exceeded.






	 	(a)	 	Subject to the Participants continued employment with the Company
for the entire Performance Period, except as provided in Section 4 below, (which
employment shall not include the performance of services under a notice of
termination or resignation), if the ROE (calculated as described in Section
(3)(b) below) at the end of the Performance Period equals or





 









 






	 	 	 	exceeds the levels set forth in the table below, the percentage of the Restricted Stock set
forth in the corresponding row in the table below shall vest:





	 	 	 	 	 
	ROE	 	Percentage of Shares Vested
	 
	 	 	 	 
	<10.0%

	 	 	0	%
	 
	 	 	 	 
	>13.0%

	 	 	100	%







	 	 	 	For ROE percentages between 10.0% and 13.0%, the vesting
percentage will amortize on a straight
line interpolation basis.
	 
	 	(b)	 	For purposes of this Agreement, annual ROE shall be calculated by
dividing Earnings Per Share by prior years Book Value Per Share and
multiplying results by 100. Then take a total of all ROEs over the
Performance Period and divide by the length of the Performance Period in
years. “Earnings Per Share” shall be the net income divided by the
average outstanding shares fully diluted. “Book Value Per Share” shall be
defined as net assets divided by the number of shares outstanding fully
diluted.
	 
	 	(c)	 	Notwithstanding anything herein to the contrary, upon a Change in
Control, all Shares of Restricted Stock shall immediately vest based on the
ROE from the inception of the Performance Period to the date of the
Change in Control.
	 
	 	(d)	 	If the Internal Rate of Return (“IRR”) equals or exceeds the levels set forth
in the table below, the restricted stock set forth in the
corresponding row in the table shall vest:





	 	 	 	 	 
	IRR/	 	Performance Percentages of Shares Vested
	 
	 	 	 	 
	<15%
	 	0%	 	 
	 
	 	 	 	 
	>25%

	 	100%	 	 







	 	 	 	For IRR percentages between 15% and 25% the vesting
percentage will amortize on
the straight line interpolation basis.
	 
	 	(e)	 	For the purposes of this Agreement, IRR is the discount rate for the series of cash flows
generated by the Company which causes such cash flows to have a net present value of zero.
Such series of cash flows includes cash flow in and out calculated on a fully diluted amount
per share: Cash flows out will be amount of equity per share invested over time. Cash flows in
will be equal to dividends per share received and amounts received per share at time of the
sale of the Company. If no such sale occurs, the fair





2









 






	 	 	 	market value per share will be determined by the firm of certified public accountants regularly
engaged by the Company to prepare its audited financial statements.
	 
	 	(f)	 	In connection with any event described in Section 7(a) of the Plan or in the
event of a change in applicable accounting rules, the Committee shall
make such adjustments or substitutions in the terms of the Restricted
Stock, including but not limited to the ROE or IRR targets, if any, as it
shall determine shall be necessary to equitably reflect such event, provided
that, any such adjustments or substitutions shall not cause a violation of
Section 409A. Any new or additional or different Shares of Restricted
Stock granted pursuant to this paragraph (d) shall thereupon be subject to
all of the terms, conditions and restrictions herein applicable to the prior
issuance of Shares of Restricted Stock pursuant to this Agreement.
	 
	 	(g)	 	The Company shall not issue (an “Issuance”) any Shares or securities
exercisable for, exchangeable for or convertible into Shares (the “Share
Equivalents”) unless, prior to such Issuance, the Company notifies the
Participant in writing of the proposed Issuance and grants to the
Participant the right (the “Right”) to receive additional Shares or Share
Equivalents such that immediately after giving effect to the Issuance and
the Right, the Share or Share Equivalents (on an as-converted basis), as
the case may be, beneficially owned by the Participant shall represent on a
fully diluted basis the same percentage of the aggregate number of Shares
outstanding on a fully diluted basis as was beneficially owned, on an as-converted basis, by such Shareholder immediately prior to the Issuance.
Notwithstanding the foregoing, the Rights set forth in this paragraph (g)
shall not be applicable to the issuance of Shares or Share Equivalents (i) in
connection with an employee stock option plan or other bona fide
employment compensation arrangement that is approved by the Board, (ii)
pursuant to a ratable stock split, stock dividend, reclassification or
recapitalization, (iii) pursuant to the exercise or conversion of any option,
warrant or convertible security (A) issued and outstanding on the date
hereof, or (B) theretofore issued in an Issuance for which the Participant
was permitted to receive additional Shares or Share Equivalent pursuant to
the Right pursuant to under this clause (g), (iv) pursuant to a bona fide
public offering, (v) as consideration issued to the security holders of an
acquired company pursuant to a bona fide acquisition by the Company or
any of its subsidiaries, or (vi) rights to purchase Shares pursuant to a
Company plan for reinvestment of dividends or interest available to
securityholders of the Company generally in accordance with the terms of
the plan. Any new or additional or different Shares of Restricted Stock
granted pursuant to this paragraph (g) shall thereupon be subject to all of
the terms, conditions and restrictions herein applicable to the prior
issuance of Shares of Restricted Stock pursuant to this Agreement.





3









 






	 	4.	 	Termination of Employment. If the Participant’s
employment terminates
during the Performance Period due to the Participant’s voluntary termination
or termination for Cause, all Restricted Stock subject to this Award
shall be
forfeited as of the date of such termination. If a Participant's employment
terminates during the Performance Period due to death, Disability, retirement
or termination without Cause, the Restricted Stock shall continue to vest in
accordance with Section 3 above, provided, however, that the
Participant shall only be
eligible to receive upon vesting a prorated number of Shares of Restricted Stock
determined by multiplying the total number of Shares subject to this Award times a
fraction, the numerator of which is the number of whole months that have elapsed
during the Performance Period as of the date of such termination of
employment, and the denominator of which is the total number of whole months in the Performance
Period.
	 
	 	5.	 	Authorization to Return Forfeited Shares. The Participant authorizes the
Company or its designee to return to the Company all Shares of Restricted
Stock which are forfeited pursuant to the Agreement and the Plan.
	 
	 	6.	 	Distribution.






	 	(a)	 	The Company shall deliver to the Participant one Share for each vested
Share of Restricted Stock, less any Shares withheld in accordance with the
provisions of Section 11. Any fractional share will be rounded down to
the nearest whole Share and the remainder forfeited.
	 
	 	(b)	 	Except as otherwise provided in the Plan or in this Agreement, Shares of
Restricted Stock shall be distributed to the Participant as soon as
practicable after the date such Shares become vested; provided, however,
that, other than for certain terminations of employment as provided in
Section 4 above, the distributions of vested Shares shall be subject to the
Participant’s continued employment (which employment shall not include
the performance of services under a notice of termination or resignation)
until the date of distribution.
	 
	 	(c)	 	When vested Shares are distributed, the Company shall issue certificates
in the participant’s name for such. However, the Company shall not be
liable to the Participant for damages relating to any delays in issuing the
certificates to the Participant, any loss of the certificates, or any mistakes
or errors in the issuance of the certificates or in the certificates
themselves.






	 	7.	 	No Right to Continued Employment. The granting of Shares of Restricted
Stock evidences hereby and this Agreement shall impose no obligation on the Company or any
Affiliate to continue the employment of the Participant and shall not lessen or affect the
Company’s or its Affiliate’s right to terminate the
employment of such Participant with or
without Cause.





4









 






	 	8.	 	Legend on Certificates. The certificates representing the Shares distributed in
settlement of Restricted Stock shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the United States Securities and
Exchange Commission, any stock exchange upon which such Shares are
listed, and any applicable laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.
	 
	 	9.	 	Right of Repurchase. The Company may exercise its repurchase right upon
the voluntary or involuntary termination of the Participant’s employment for
any reason. The repurchase price shall equal the Fair Market Value of the
Shares and may be paid by cancellation of any indebtedness of the Participant
to the Company, and the Company’s repurchase right shall terminate upon an
Initial Public Offering.
	 
	 	10.	 	Transferabilty. The Shares of Restricted Stock awarded herein may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the
Participant otherwise than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be
void and unenforceable against the Company or any Affiliate; provided, however, that the
designation of a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance. For avoidance off doubt, Shares of Restricted Stock
issued to the Participant pursuant to Section 6 hereof shall not be subject to any of the
foregoing transferabilty restrictions.
	 
	 	11.	 	Withholding. As a condition to the receipt of Shares upon vesting, the
Participant shall make such arrangements as the Committee may require for
the satisfaction of any deferral, state, local or foreign withholding obligations
that may arise in connection with such Shares. The Participant may satisfy the
withholding requirement by making a payment in cash, or, with the consent of
the Committee, by having Shares withheld from the Award. Subject to such
terms and conditions as may be established by the Committee, the Company
may make a loan available to the Participant for purposes of satisfying the
applicable withholding requirement, other than with respect to Shares which
become vested upon a Change in Control.
	 
	 	12.	 	Securities Laws. Upon the acquisition of any Shares
pursuant to settlement of
Restricted Stock, the Participant will take or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement.
	 
	 	13.	 	Notices. Any notice necessary under this Agreement shall be addressed to the
Company in care of its secretary at the principal executive offce of the





5









 






	 	 	 	Company and to the Participant at the address appearing in the personnel records of the
Company for the Participant or to either party at such other address
as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective
upon receipt thereof by the addressee.
	 
	 	14.	 	Governing Law and Severabilty. This Agreement shall be
governed by and
construed in accordance with the laws of Delaware, without regard to conflicts
of laws principles. In the event any provision of this Agreement shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Agreement and the Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.
	 
	 	15.	 	Shares Subject to the Plan. By entering into this
Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of
the plan. Restricted Stock is subject to the Plan (including without limitation
the arbitration provision), and their terms and provisions of the Plan, as it may
be amended from time to time, are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained herein and
a term or provision of the Plan, the applicable terms and provisions
of the Plan will
govern and prevail.
	 
	 	16.	 	Voting Rights, Dividends and Custody. The Participant shall be entitled to
vote and shall receive regular cash dividends paid with respect to Shares of
Restricted Stock subject to this Award during the Performance period. The
Shares subject to this Award shall be registered in the name of the Participant
and held in the Company’s custody during the Performance Period.
	 
	 	17.	 	Definitions. Capitalized terms not otherwise defined herein shall have the
same meanings given them in the Plan.
	 
	 	18.	 	Signature in Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.





     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.



	 	 	 	 	 	 	 
	 	 	 	 	ROCKHILL HOLDING COMPANY
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 
	 	By:
	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Name:
	 	 
	 

	 	 	 	 	 	 





6









 




THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE SHARES GRANTED PURSUANT TO THIS
AGREEMENT IS EARNED ONLY BY THE CONTINUING EMPLOYMENT AT THE WILL OF
THE COMPANY OR ITS AFFILIATES
AND IN ACCORDANCE WITH THE EMPLOYMENT AGREEMENT BETWEEN THE PARTICIPANT AND THE COMPANY (NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING UNITS HEREUNDER) AND BY
ACHIEVEMENT OF THE PERFORMANCE CRITERIA. THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE PLAN SHALL CONFER UPON THE PARTICIPANT ANY RIGHT WITH RESPECT
TO CONTINUATION OF EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATES, NOR SHALL IT INTERFERE IN
ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S OR AN AFFILIATE’S RIGHT TO TERMINATE THE
PARTICIPANT’S EMPLOYMENT AT ANY TIME IN ACCORDANCE WITH THE TERMS OF THE EMPLOYMENT AGREEMENT
BETWEEN THE PARTICIPANT AND THE COMPANY.



The
Participant acknowledges receipt of a copy of the Plan and represents
that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the
terms and provisions thereof. The Participant has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of the Agreement. The Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee upon any questions
arising under the Plan or this Agreement. The Participant further agrees to notify the Company upon
any change in the residence address indicated below.




	 	 	 	 	 	 	 
	Date:

	 	 
	 	By:
	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	     Participant
	 
	 	 	 	 	 	 
	 	 	 	 	Residence Address
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 






7