This excerpt taken from the MBHI DEF 14A filed Apr 3, 2006.
Restricted Stock and Restricted Stock Units
General. Shares of restricted stock and restricted stock units may be granted to employees and non-employee directors at any time and from time to time as determined by the Committee. Each restricted stock or restricted stock unit award must be evidenced by an award agreement which specifies the period of restriction (that is, the period (if any) within which the transfer of the shares is limited in some way), the number of shares or units granted and the other provisions determined by the Committee, including whether the award is subject to vesting upon the achievement of performance goals. The Committee may also require (but is not obligated to) that the participant make cash payments at the time such restrictions lapse.
While shares of restricted stock are subject to any restrictions, a participant in whose name shares of restricted stock are issued under the Plan may exercise full voting rights and is entitled to receive all dividends and distributions paid with respect to those shares. If any dividends or distributions are paid in shares of the Company common stock, those shares will be subject to the same restrictions as the shares of restricted stock with respect to which they were paid. Participants receiving restricted stock units will not have voting rights or the right to receive dividends, but the Committee may award dividend equivalents.
Termination of Service. In the event a participants service terminates due to his or her retirement, death or disability, all restrictions applicable to the restricted stock or the restricted stock units shall automatically terminate and, except as otherwise provided by the Committee, the shares of restricted stock shall be free of restrictions and freely transferable and, in the case of restricted stock units, the participant shall receive cash or common stock or a combination thereof.
In the event that a participant terminates his or her service with the Company for any reason other than retirement, death or disability, then any shares of restricted stock and any restricted stock units still subject to restrictions at the date of such termination shall be forfeited and returned to the Company; provided, however, that the Committee in its sole discretion may waive the restrictions on any or all such shares or units.
Under the Plan, the vesting of restricted stock and restricted stock unit may be subject to the achievement of performance goals. One or more of the following business criteria for the Company may be used by the Committee in establishing performance goals: (1) revenue measures; (2) operating income, earnings form operations, earnings before or after taxes, or extraordinary or special items, (3) net income per common share (basic or diluted) or earnings per share (basic or diluted); (4) return on assets, return on investment, return on capital, or return on equity; (5) cash flow, free cash flow, cash flow return on investment, or net cash provided by operations; (6) efficiency ratio; (7) economic profit or value created; (8) net interest margin; (9) stock price or total stockholder return; and (10) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, costs targets, customer satisfaction, and goals relating to acquisitions or divestitures of subsidiaries, affiliates, or joint ventures. The targeted level or levels of performance with respect to such business criteria may be established at such levels and in such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple companies.
The Plan permits the Committee to issue restricted stock and restricted stock units as a bonus, to issue them without any restrictions, or to issue the restricted stock or restricted stock units for less than the fair market value of the Companys common stock on the grant date.
Transferability. Until the end of a period of restriction and the termination of any other restrictions, restricted stock or restricted stock units may not be transferred by a participant.
This excerpt taken from the MBHI DEF 14A filed Apr 13, 2005.
RESTRICTED STOCK UNITS
9.1 Grant of Restricted Stock Units. Subject to the provisions of Section 1.3 and Article IV, the Committee, at any time and from time to time, may grant Restricted Stock Units under the Plan to such Employees or Non-Employee Directors as it shall determine. Each Restricted Stock Unit Award shall be evidenced by an Award Agreement and may provide for payment to the Participant in cash or Shares or a combination thereof upon expiration of the Period of Restriction. The Committee, in its discretion, may permit a Participant to defer receipt of Common Stock or a cash payment beyond the expiration of any applicable Period of Restriction or the satisfaction of other restrictions imposed by the Committee.
9.2 Transferability of Restricted Stock Units. Restricted Stock Units granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of any Period of Restriction specified in the Award Agreement, or until the earlier satisfaction of any other conditions specified in the Award Agreement (which may include the attainment of pre-established performance goals as defined in Section 8.8 hereof).
9.3 Other Restrictions. The Committee shall impose such other restrictions on Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws.
9.4 Rights as a Stockholder. No voting or dividend rights as a stockholder shall exist with respect to Restricted Stock Units prior to the issuance of Shares in the name of the Participant. An Award Agreement may provide for dividend equivalent units.
9.5 Termination of Service Due to Retirement, Death, or Disability. In the event a Participants employment (or his status as a Non-Employee Director) terminates due to his Retirement, death or Disability, the remaining restrictions with respect to the Restricted Stock Units, except as otherwise provided by the Committee in the Award Agreement pursuant to Sections 9.2 or 9.3 hereof, shall automatically terminate and the Participant shall be entitled to receive Shares or a cash payment, or a combination thereof, provided in the Award Agreement.
9.6 Termination of Service For Reasons Other Than Retirement, Death, or Disability. In the event that a Participants his employment (or his status as a Non-Employee Director) terminates with the Company for reasons other than Retirement, death, or Disability, all Restricted Stock Units subject to restrictions shall be forfeited and returned to the Company; provided, however, that, the Committee in its sole discretion may waive restrictions remaining on any or all Restricted Stock Units and distribute Shares or make a cash payment, or a combination thereof, as set out in the Award Agreement.
9.7 Application of Section 409A of the Code. Section 409A of the Code will apply to Restricted Stock Unit Awards until otherwise provided by Treasury regulations or other guidance issued by the U.S. Department of Treasury.
This excerpt taken from the MBHI DEF 14A filed Apr 1, 2005.
Restricted Stock and Restricted Stock Units. The grant of restricted stock will subject the recipient to ordinary compensation income on the difference between the amount, if anything, paid for such stock and the fair market value of the shares on the date that the restrictions lapse. The Company is entitled to an income tax deduction in the amount of the ordinary income recognized by the recipient, subject to possible limitations imposed by Section 162(m) of the Code and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participants total compensation is deemed reasonable in amount. Any gain or loss on the recipients subsequent disposition of the shares will receive long or short-term capital gain or loss treatment depending on how long the stock has been held since the restrictions lapsed. The Company does not receive a tax deduction for any such gain.
Recipients of restricted stock will receive dividends on such shares during the restriction period. Such dividends will be treated as ordinary compensation income until such time as the restrictions lapse. The Company is entitled to an income tax deduction in the amount of the ordinary income recognized by the recipient, subject to possible limitations imposed by Section 162(m) of the Code and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participants total compensation is deemed reasonable in amount.
Recipients of restricted stock units generally should not recognize income until such units are converted into cash or shares of stock. Upon conversion, the participant will normally recognize taxable ordinary income for federal income tax purposes equal to the amount of cash and fair market value the shares, if any, received upon such conversion. Participants will recognize gain upon the disposition of any shares received upon conversion of the restricted stock units equal to the excess of (i) the amount realized on such disposition over (ii) the ordinary income recognized with respect to such shares under the principles set forth above. That gain will be taxable as long-or short-term capital gain depending on whether the shares were held for more than one year. The Company will be entitled to a tax deduction to the extent and in the year that ordinary income is recognized by the participant, subject to possible limitations imposed by Section 162(m) of the Code and so long as the Company withholds the appropriate taxes with respect to such income (if required) and the participants total compensation is deemed reasonable in amount.