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EXHIBIT 10.3: FORM OF PERFORMANCE AWARD AGREEMENT
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FORM OF
PERFORMANCE AWARD AGREEMENT
FOR THE BENEFICIAL MUTUAL BANCORP, INC. 2008 EQUITY INCENTIVE PLAN
This Performance Award Agreement is provided to _______________ (the
"Participant") by Beneficial Mutual Bancorp, Inc. (the "Company") as of
___________ (the "Grant Date"), the date the Compensation Committee of the Board
of Directors (the "Committee") awarded the Participant a performance award
pursuant to the Beneficial Mutual Bancorp, Inc. 2008 Equity Incentive Plan (the
"2008 Plan"), subject to the terms and conditions of the 2008 Plan and this
Award Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR PERFORMANCE AWARD: _________ shares of Common
Stock ("Shares"), subject
to adjustment as may be
necessary pursuant to Article
10 of the 2008 Plan.
2. GRANT DATE: _________
Unless sooner vested in accordance with Section 3 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the restrictions imposed under Section 2 of the Terms and Conditions will expire
upon the satisfaction of the following performance criteria:
[PERFORMANCE CRITERIA TO BE INSERTED UPON XXXXX]
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IN WITNESS WHEREOF, Beneficial Mutual Bancorp, Inc., acting by and
through the Committee, has caused this Award Agreement to be executed as of the
Grant Date set forth above.
BENEFICIAL MUTUAL BANCORP, INC.
By:
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On Behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:
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[Name]
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Date
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TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares underlying your
Performance Award are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the 2008 Plan.
2. RESTRICTIONS. The unvested Shares underlying your Performance Award
(the "Restricted Shares") are subject to the following restrictions
until they expire or terminate.
(a) Restricted Shares may not be sold, transferred, exchanged,
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assigned, pledged, hypothecated or otherwise encumbered.
(b) If your employment or service with the Company or any Affiliate
terminates for any reason other than as set forth in paragraph
(b) of Section 3 hereof, then you will forfeit all of your
rights, title and interest in and to the Restricted Shares as
of the date of termination, and the Restricted Shares shall
revert to the Company under the terms of the 2008 Plan.
(c) Restricted Shares are subject to the vesting schedule and
performance criteria set forth on page 1 of this Award
Agreement.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following
(the period prior to such expiration being referred to herein as the
"Restricted Period"):
(a) Upon satisfaction of the Performance Criteria set forth on page
1, provided you are then still employed by or in the service of
the Company or an Affiliate; or
(b) Upon termination of your employment by reason of death or
Disability; or
(c) Upon a Change in Control (as defined in the 2008 Plan).
4. DELIVERY OF SHARES. Once the Shares are vested (see schedule on page
1), the Shares (and accumulated dividends and earnings (if any), unless
the Compensation Committee elects to pay out the accumulated dividends
and earnings prior to vesting), will be distributed in accordance with
your instructions.
5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have
full voting and dividend rights with respect to the Shares during and
after the Restricted Period. If you forfeit your rights under this
Award Agreement in accordance with Section 2, you will no longer have
any rights as a shareholder with respect to the Restricted Shares and
you will no longer be entitled to receive dividends on the Shares.
6. CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares),
your award will be adjusted as necessary to preserve the benefits or
potential benefits of the award. Without limiting the above, in the
event of a subdivision of the outstanding Stock (stock-split), a
declaration of a dividend payable in Stock, or a combination or
consolidation of the outstanding Stock into a lesser number of Shares,
the Shares subject to this Award Agreement will automatically be
adjusted proportionately.
7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
interfere with or limit in any way the right of the Company or any
Affiliate to terminate your employment or service at any time, nor
confer upon you any right to continue in the employ or service of the
Company or any Affiliate.
8. PAYMENT OF TAXES. Upon vesting of the Performance Award the Committee
is entitled to require as a condition of delivery: (i) that you remit
an amount sufficient to satisfy any and all federal, state and local
(if any) tax withholding requirements and employment taxes (I.E., FICA
and FUTA), (ii) that the withholding of such sums come from
compensation otherwise due to you or from Shares due to you under the
2008
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Plan, or (iii) any combination of the foregoing. Any withholding shall
comply with Rule 16b-3 or any amendments or successive rules. OUTSIDE
DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND NOT SUBJECT TO TAX
WITHHOLDING.
9. PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated
into and made a part of this Award Agreement and this Award Agreement
shall be governed by and construed in accordance with the 2008 Plan. In
the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of the
Plan will control.
10. SEVERABILITY. If any one or more of the provisions contained in this
Agreement is deemed to be invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included in
this Agreement.
11. NOTICE. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
Beneficial Mutual Bancorp, Inc.
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Compensation Committee
c/o Chief Executive Officer
or any other address designated by the Company in a written notice to
you. Notices to you will be directed to your address as then currently
on file with the Company, or at any other address that you provide in a
written notice to the Company.
12. SUCCESSORS. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and
the 2008 Plan.
13. FORFEITURE. The altering, inflating, and/or inappropriate manipulation
of performance/financial results or any other infraction of recognized
ethical business standards, will subject you to disciplinary action up
to and including termination of employment. In addition, any equity-
based compensation, as provided by the 2008 Plan to which you would
otherwise be entitled will be revoked.
14. MISCELLANEOUS. All equity-based compensation earned under this Award
Agreement will not be treated as compensation for purposes of benefits
received under any other Company or Bank tax-qualified or non-tax-
qualified plans or arrangements.
