Exhibit 10.2
OLD SECOND BANCORP, INC.
2008 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph
Section 1(b)), by and between the Participant and Old Second Bancorp, Inc., a
Delaware corporation;
WITNESSETH THAT:
WHEREAS, the Company maintains the Old Second Bancorp, Inc. 2008 Equity
Incentive Plan (the "Plan") , which is incorporated into and forms a part of
this Award Agreement, and the Participant has been selected by the Committee
administering the Plan to receive a Restricted Stock Unit Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as
follows:
SECTION 1.
TERMS OF AWARD.
THE
FOLLOWING TERMS USED IN THIS AWARD AGREEMENT SHALL HAVE THE MEANINGS SET FORTH
IN SECTION 1:
(A)
THE "PARTICIPANT" IS
.
(B)
THE "GRANT DATE" IS
.
(C)
THE NUMBER OF "RESTRICTED STOCK UNITS" IS
.
RESTRICTED STOCK UNITS ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AWARD AGREEMENT AND THE PLAN.
Except where the context clearly implies to the contrary, any capitalized term
in this Award Agreement shall have the meaning ascribed to that term under the
Plan.
SECTION 2.
AWARD.
THE PARTICIPANT IS
HEREBY GRANTED THE NUMBER OF RESTRICTED STOCK UNITS SET FORTH IN SECTION 1(C).
EACH RESTRICTED STOCK UNIT ("RSU") REPRESENTS THE RIGHT TO RECEIVE ONE SHARE OF
STOCK IN THE FUTURE AS SET FORTH IN SECTION 1. THIS AWARD IS IN ALL RESPECTS
LIMITED AND CONDITIONED AS PROVIDED HEREIN.
THE RSUS WILL BE CREDITED TO THE
PARTICIPANT IN AN UNFUNDED BOOKKEEPING ACCOUNT ESTABLISHED FOR THE PARTICIPANT
BY THE COMPANY.
SECTION 3.
RESTRICTED PERIOD.
THIS
AWARD AGREEMENT EVIDENCES THE COMPANY'S GRANT TO THE PARTICIPANT AS OF THE GRANT
DATE, ON THE TERMS AND CONDITIONS DESCRIBED IN THIS AWARD AGREEMENT AND IN THE
PLAN, A NUMBER OF RSUS, EACH OF WHICH REPRESENTS THE RIGHT OF THE PARTICIPANT TO
RECEIVE A SHARE OF STOCK FREE OF RESTRICTIONS ONCE THE RESTRICTED PERIOD ENDS.
(A)
SUBJECT TO THE LIMITATIONS OF THIS AWARD
AGREEMENT, THE "RESTRICTED PERIOD" FOR EACH INSTALLMENT OF SUCH RSUS
("INSTALLMENT") SHALL BEGIN ON THE GRANT DATE
AND END AS DESCRIBED IN THE FOLLOWING SCHEDULE (BUT ONLY IF THE PARTICIPANT HAS
NOT HAD A TERMINATION OF SERVICE BEFORE THE END OF THE RESTRICTED PERIOD:
INSTALLMENT
RESTRICTED PERIOD WILL END ON:
[100]% of RSUs
[3rd] anniversary of Grant Date
(B)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF
THIS SECTION 3, THE RESTRICTED PERIOD FOR THE RSUS SHALL CEASE IMMEDIATELY, AND
THE RSUS SHALL BECOME IMMEDIATELY AND FULLY VESTED, UPON: (I) THE DATE OF A
TERMINATION OF SERVICE PRIOR TO THE DATE THE RSUS WOULD OTHERWISE BECOME VESTED,
IF THE TERMINATION OF SERVICE OCCURS BY REASON OF THE PARTICIPANT'S DEATH OR
RETIREMENT; (II) THE DATE THE PARTICIPANT IS DETERMINED TO BE DISABLED; OR
(III) THE DATE OF A CHANGE IN CONTROL.
(C)
NOTWITHSTANDING THE FOREGOING PROVISIONS OF
THIS SECTION 3, IF THE PARTICIPANT HAS ATTAINED AGE 62 AT THE TIME OF HIS OR HER
TERMINATION