SUSQUEHANNA BANCSHARES INC 4
4 · SUSQUEHANNA BANCSHARES INC · Filed Dec 24, 2009
Insider Transaction Report
Form 4
FRANCIS BERNARD A JR
SVP & Group Executive
Transactions
- Award
Restricted Stock Units
2009-12-22+15,000→ 15,000 total→ Common Stock (15,000 underlying)
Footnotes (2)
- [F1]Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock.
- [F2]The restricted stock units vest in full on the first to occur of the following events provided that Mr. Francis, Jr. continues to be employed by, or provide service to, Susquehanna Bancshares, Inc. (the "Company"): (i) the second anniversary of the date of grant, (ii) death, (iii) disability, (iv) the effective date of a change in control event, or (v) the date determined in accordance with certain terms and conditions set forth in Mr. Francis, Jr.'s employment agreement which may provide for certain accelerated vesting provisions. In order for the Company to comply with TARP regulations, shares which vest in accordance with the schedule set forth above will be issued on the later of (i) the applicable vesting date or (ii) certain repayment dates defined in the restricted stock unit agreement (the "Agreement") and as generally set forth as follows: Shares with respect to 25% of the vested Stock Units will become issuable on the date as of which 25% of the TARP Funds have been repaid by the Company to U.S. Treasury ("Treasury"); Shares with respect to an additional 25% of the vested Stock Units will become issuable on the date as of which 50% of the TARP Funds have been repaid by the Company to Treasury; Shares with respect to an additional 25% of the vested Stock Units will become issuable on the date as of which 75% of the TARP Funds have been repaid by the Company to Treasury; and Shares with respect to the remaining vested Stock Units will become issuable on the date as of which 100% of the TARP Funds have been repaid by the Company to Treasury.