exv10w2



 







EXHIBIT 10.2







	 	 	 	 	 
	 

	 	Employee:	 	 
	 

	 	 	 	 
	 

	 	Number of Shares:	 	 
	 

	 	 	 	 
	 

	 	Date of Award:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 

	 	Per share fair market value on grant date:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Restrictions lapse on the Dates and as to the number of shares
set forth below:






	 	 	 	 	 	 	 
	 	 	Date	 	Number of Shares	 
	 
	 	___________, 2007	 	 	                                                            	 
	 
	 	___________, 2008	 	 	                                                            	 
	 
	 	___________, 2008	 	 	                                                            	 








RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (“Agreement”) is made as of the award date set forth above,
between FIRSTBANK CORPORATION, a Michigan corporation (“Firstbank” or the “Company”), and the
employee named above (“Employee”). The Employee is employed by ___, a
wholly-owned subsidiary of the Company.



     The Firstbank Corporation 2006 Stock Compensation Plan (the “Plan”) is administered by the
Compensation Committee of Firstbank Corporation’s Board of Directors (the “Committee”). The
Committee has determined that Employee is eligible to participate in the Plan. The Committee has
awarded restricted stock to Employee, subject to the terms and conditions contained in this
Agreement and in the Plan.



     Employee acknowledges receipt of a copy of the Plan and accepts this restricted stock award
subject to all of the terms, conditions, and provisions of this Agreement and the Plan.



     1. Award. Firstbank Corporation hereby awards to Employee shares of Firstbank
Corporation’s common stock, no par value, as set forth above, and subject to restrictions imposed
under this Agreement and the Plan (“Restricted Stock”).



     2. Transferability. Until the restrictions lapse as to shares of Restricted Stocks at
the dates set forth above, the Restricted Stock granted under this Agreement is not transferable by



 









 







Employee except (a) to the Company in the event of Employee’s death or disability, or (b) by will
or according to the laws of descent and distribution. If during the Restricted Period Employee
assigns, pledges, transfers, or otherwise disposes of the Restricted Stock, voluntarily or
involuntarily, except as permitted by this Agreement or the Plan, Employee shall lose all rights to
the Restricted Stock, and all Restricted Stock shall promptly be surrendered to the Company.
Firstbank Corporation shall place an appropriate legend upon any certificate representing shares of
Restricted Stock awarded under this Agreement.



     3. Lapsing of Restrictions. Except as otherwise provided in this Agreement, the
restrictions imposed on the shares of Restricted Stock awarded pursuant to this Agreement shall
lapse on the dates set forth above. The period during which the Restricted Stock is subject to
restrictions imposed by the Plan and under this Agreement shall be known as the “Restricted
Period.”



     4. Securities Laws. Employee hereby represents and warrants that Employee is
acquiring the Restricted Stock award under this Agreement for Employee’s own account and investment
and without any intent to resell or distribute the Restricted Stock. Employee shall not resell or
distribute the Restricted Stock after the Restricted Period except in compliance with such
conditions as Firstbank Corporation may reasonably specify to ensure compliance with federal and
state securities laws.



5. Termination of Employment.





     (a) General. Employee’s right to the shares of Restricted Stock awarded under
this Agreement as to which the restrictions have not lapsed shall cease and terminate
immediately upon Employee’s termination of employment with Firstbank Corporation or any of
its subsidiaries during the Restricted Period for any reason other than Employee’s death or
disability.




     (b) Death or Disability. In the event Employee terminates employment during
the Restricted Period because of death or disability, Employee’s right to the Restricted
Stock shall vest as of the termination date, and Employee may then transfer the shares free
of restrictions under the Plan or this Agreement, except for restrictions specified by the
Company to ensure compliance with federal and state securities laws.



     6. Corporate Changes. In the event of any stock dividend, stock split,
recapitalization, merger, consolidation, combination, or exchange of shares, the aggregate number
and class of shares awarded under this Agreement are subject to adjustment as provided in the Plan.
No fractional shares shall be issued, and any fractional shares resulting from adjustments shall
be eliminated, with an appropriate cash adjustment. The Restricted Stock shall vest upon the
occurrence of a Change in Control, and the shares may be transferred free of the restrictions under
the Plan and this Agreement, except for restrictions that the Company may reasonably specify to
ensure compliance with federal and state securities laws; provided, however, that if the vesting,
when considered with all payments and benefits from the Company to Employee, constitutes a
“parachute payment” under Section 280G(b)(2) of the Code, then Employee’s rights to the Restricted
Stock shall vest only to the extent that the aggregate present



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value of all payments and benefits in the nature of compensation to which Section 280G(b)(2)
applies does not exceed two hundred ninety-nine percent of Employee’s Average Annual Compensation.



     7. Employment by Firstbank Corporation. The award of Restricted Stock under this
Agreement shall not interfere with or limit in any way the right of the Company or any of its
subsidiaries to terminate Employee at any time or confer upon Employee any right to continue in the
employ of the Company or any of its subsidiaries.



     8. Shareholder Rights. During the Restricted Period, Employee shall have all rights
of a shareholder with respect to the Restricted Stock, including (a) the right to vote any shares
at shareholders’ meetings, (b) the right to receive, without restriction, all cash dividends paid
with respect to the Restricted Stock, and (c) the right to participate with respect to the
Restricted Stock in any stock dividend, stock split, recapitalization, or other adjustment in the
common stock of the Company or any merger, consolidation, or other reorganization involving an
increase or decrease or adjustment in the Company’s common stock. Any new, additional, or
different shares or other security received by Employee pursuant to any stock dividend, stock
split, recapitalization, or reorganization shall be subject to the same terms, conditions, and
restrictions as those relating to the Restricted Stock for which such shares were received. After
the Restricted Stock vests, Employee shall have all shareholder rights, including the right to
transfer the shares, subject to such conditions as the Company may reasonably specify to ensure
compliance with federal and state securities laws.



     9. Withholding. The Company or a subsidiary shall make such provisions as it deems
appropriate for the withholding of any taxes determined to be required to be withheld in connection
with the award of Restricted Stock to Employee or the lapse of restrictions. Withholding may be
satisfied by delivery to the Company of previously owned common stock.



     10. Effective Date. This award of Restricted Stock shall be effective as of the date
first set forth above.



     11. Amendment. This Agreement shall not be modified except in a writing executed by
the parties hereto.



     12. Plan Controls. The Plan is incorporated in this Agreement by reference.
Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In
the event of any conflict between the terms of this Agreement and the terms of the Plan, the
provisions of the Plan shall control.



[Signatures appear on the following page.]




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     This Restricted Stock has been awarded by Firstbank Corporation by authority of its
Compensation Committee.



	 	 	 	 	 
	 	 	FIRSTBANK CORPORATION
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	EMPLOYEE
	 
	 	 	 
	 

	 	 
	 
	 

	 	Signature
	 
	 	 	 	 
	 

	 	 
	 
	 

	 	Print Name





Note to Employees: Important tax consequences are determined by whether the Employee receiving a
Restricted Stock award files an election with the Internal Revenue Service pursuant to Section 83
of the Internal Revenue Code of 1986, as amended. By signing this Restricted Stock Agreement
Employee agrees that he or she is not relying on the Company for any tax advice.





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