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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/14/08 Irwin Financial Corp 10-K 12/31/07 13:2.6M Bowne Boc/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.84M 3: EX-10.12 Notice of Restricted Stock Unit Award HTML 21K 2: EX-10.4 Business Development Board Compensation Program HTML 23K 6: EX-14.1 Code of Conduct HTML 125K 7: EX-21.1 Subsidiaries HTML 13K 8: EX-23.1 Consent of Independent Registered Public HTML 15K Accounting Firm 9: EX-23.2 Consent of Independent Registered Public HTML 12K Accounting Firm 4: EX-11.1 Computation or Earnings Per Share HTML 22K 5: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 20K 10: EX-31.1 Certification by the CEO HTML 12K 11: EX-31.2 Certification by the CFO HTML 12K 12: EX-32.1 Section 906 Certification by the CEO HTML 9K 13: EX-32.2 Section 906 Certification by the CFO HTML 9K
exv10w12 |
1. | Grant of Restricted Stock Unit Award. Irwin Financial Corporation, an Indiana corporation (the “Company”) hereby grants to _________ the number of Restricted Stock Units set forth in the Notice of Restricted Stock Unit Award subject to the terms, definitions and provisions of the Company’s 2001 Stock Plan (the “Plan”), the terms of which are incorporated herein by reference. Pursuant to Section 4 of the Plan, all determinations and interpretations with respect to the Plan or this Agreement shall be made by the Committee. Except to the extent expressly provided herein, capitalized terms used in this Agreement shall have the same meaning ascribed thereto in the Plan. |
2. | Award. Pursuant to Section 10 of the Plan, Participant is hereby granted an Award of Restricted Stock Units described on the Notice of Restricted Stock Unit Award attached hereto. |
3. | Restrictions; Restricted Period. The Restricted Stock Units covered by the Award shall be subject to the restrictions set forth in Section 10 of the Plan, which include, but are not limited to, prohibitions on the sale, transfer, assignment, pledge or encumbrance of the Restricted Stock Units, prior to the vesting date(s) set forth on the Notice of Restricted Stock Unit Award attached hereto (the period ending on the vesting date for a Restricted Stock Unit is hereinafter referred to as the “Restricted Period”). |
4. | Termination of Employment or Service. |
5. | Change in Control. Upon Change in Control, the Restricted Period on all outstanding Restricted Stock Units shall terminate and the Restricted Stock Units shall vest in full and shall be paid to the Participant pursuant to the Plan. |
6. | Withholding Tax Obligations. |
(i) | the election must be made on or prior to the applicable Tax Date (as defined in section (c) below); | ||
(ii) | once made, the election shall be irrevocable as to the particular shares to which the election is made; and | ||
(iii) | all elections shall be subject to the consent or disapproval of the Committee. |
7. | Beneficiary. The Participant may name, from time to time, any beneficiary or beneficiaries to whom the Restricted Stock Units shall be paid in case of death. |
8. | Tax Consequences. The tax laws and regulations governing the personal income tax impact of this Award and the receipt and disposition of the Restricted Stock Units hereunder are complex and subject to change. Participant should promptly consult his or her personal tax advisor upon receipt of this Award. |
9. | Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns. |
IRWIN FINANCIAL CORPORATION |
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By: | ||||
Name: | ||||
Title: | ||||
Dated:
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Date of Award: |
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Total Number of Restricted Stock
Units Granted: |
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Restricted Period:
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On each of the first, second, and third anniversaries of the Date of Award restrictions shall lapse on one-third of the Restricted Stock Units subject to this Award. |