EXHIBIT 4.2
Form of Award Agreement under the Bridge Street Financial, Inc.
2003 Recognition and Retention Plan
BRIDGE STREET FINANCIAL, INC.
2003 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
________________________________________________________________________________
Name of Award Recipient Social Security Number
________________________________________________________________________________
Street Address
________________________________________________________________________________
City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which an Award has been granted under the Bridge Street Financial,
Inc. 2003 Recognition and Retention Plan. Set forth below are the specific terms
and conditions applicable to this Award. Attached as Exhibit A are its general
terms and conditions.
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Restricted Stock Award (A) (B) (C) (D) (E)
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Effective Date
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Class of Shares* Common Common Common Common Common
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No. of Awarded Shares*
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Type of Award (Escrow or
Legended Certificate)
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Vesting Date*
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* Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
By signing where indicated below, Bridge Street Financial, Inc. (the "Company")
grants this Award upon the specified terms and conditions, and the Award
Recipient acknowledges receipt of this Restricted Stock Award Notice, including
Exhibit A, and agrees to observe and be bound by the terms and conditions set
forth herein and acknowledges receipt of a Prospectus dated July 29, 2003 for
the Bridge Street Financial, Inc. 2003 Recognition and Retention Plan.
BRIDGE STREET FINANCIAL, INC. AWARD RECIPIENT
By _________________________________ ____________________________________
Name:
Title: Personnel and Compensation Committee
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Instructions: This page should be completed by or on behalf of the Personnel and
Compensation Committee. Any blank space intentionally left blank should be
crossed out. An Award consists of shares granted with uniform terms and
conditions. Where shares granted under an Award are awarded on the same date
with varying terms and conditions (for example, varying vesting dates), the
awards should be recorded as a series of grants each with its own uniform terms
and conditions.
EXHIBIT A
BRIDGE STREET FINANCIAL, INC.
2003 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD
General Terms and Conditions
Section 1. Size and Type of Award. The shares of Common Stock, par
value $.01 per share, of Bridge Street Financial, Inc. ("Shares") covered by
this Award ("Awarded Shares") are listed on this Restricted Stock Award Notice.
Your Restricted Stock Award Notice designates the Awarded Shares as either
"Escrow" or "Legended Certificate".
(a) Legended Certificate. If your Awarded Shares are designated
"Legended Certificate," a stock certificate evidencing the Awarded Shares
will be issued in your name and held in a brokerage account at Xxxxxxx
Merchants Bank, the Plan Trustee. The stock certificate will bear a legend
indicating that it is subject to all of the terms and conditions of this
Award Notice and the Plan. You will be required to elect to be taxed on
the Fair Market Value of the Awarded Shares as of the date they are placed
in the brokerage account in your name, pursuant to section 83(b) of the
Internal Revenue Code of 1986. You must make this election in writing, in
the manner required by applicable Internal Revenue Service Regulations,
and file it with the Internal Revenue Service and the Company within 30
days after the date on which the Awarded Shares are placed in your
brokerage account.
(b) Escrow. If your Awarded Shares are designated "Escrow," the
Awarded Shares will either be held in the name of the Plan Trustee on a
pooled basis with other Awarded Shares that have been designated "Escrow,"
or they will be evidenced by a legended stock certificate in your name
that will be placed in a brokerage account for you at Xxxxxxx Merchants
Bank. You will not be permitted to elect to be taxed currently on the Fair
Market Value of the Awarded Shares and instead will be subject to income
tax on the Awarded Shares as and when they become vested.
Section 2. Vesting.
(a) Vesting Dates. The Vesting Dates for your Awarded Shares are
specified on this Award Notice. On each Vesting Date, you will obtain
unrestricted ownership of the Awarded Shares that vest on that Vesting
Date. A stock certificate (or a book entry listing) evidencing your
unrestricted ownership of the vested Awarded Shares will be deposited in
your brokerage account at Xxxxxxx Merchants Bank. If a legended stock
certificate evidencing these Awarded Shares was previously placed in your
brokerage account, it will be exchanged for an unrestricted certificate or
book entry listing.
(b) Forfeitures. If you terminate service with the Company prior to
a Vesting Date, you will forfeit any Awarded Shares that are scheduled to
vest on that date. Your service with the Company will not be treated as
having terminated for vesting purposes if you continue as a director
emeritus of the Company. When you forfeit Awarded Shares, all of your
interest in the Awarded Shares will be canceled and any stock certificate
or other evidence of ownership that was placed in a brokerage account for
you will be returned to the Plan Funding Agent to be used for future
awards to others. You agree to take any action and execute and deliver any
document that the Company requests to effect the return of your unvested
Awarded Shares. In the event you do not cooperate with the Company in this
regard, you hereby appoint and designate the Company as your
attorney-in-fact for the purpose of taking any action and signing any
document, in your name, which the Company determines is necessary to
enforce the forfeiture.
(c) Accelerated Vesting. All of your Awarded Shares that have not
previously vested will become fully vested immediately, and without any
further action on your part, in the event of your death, Disability or a
Change of Control(as each is defined in the Plan) before your termination
of service with the Company. In addition, to the extent authorized
pursuant to a Plan provision that is approved by the Company's
shareholders by the requisite vote at a meeting of shareholders held on or
after January 3, 2004, in the event of your Retirement (as defined in the
Plan) prior to your termination of service with the Company, then any
Awarded Shares not theretofore forfeited shall become immediately vested
on the date of your Retirement. You may designate a Beneficiary to receive
any Awarded Shares that vest upon your death using the Beneficiary
Designation attached as Appendix A.
(d) Definition of Service. For purposes of determining the vesting
of your Awarded Shares, you will be deemed to be in the service of the
Company for so long as you serve in any capacity as an employee, officer,
non-employee director or consultant of the Company or Oswego County
National Bank.
Section 3. Dividends. If your Awarded Shares are in the form of
Legended Certificates, any dividends declared by the Company with a record date
that is after the Effective Date specified in this Award Notice will be credited
to your brokerage account at Xxxxxxx Merchants Bank for your benefit on an
unrestricted basis. If your Awarded Shares are designated "Escrow", you will
receive the dividends on an unrestricted basis, but they will be paid to you by,
and will be taxable in the same manner as other compensation paid to you by, the
Company; by signing this Award Notice and accepting its terms, you direct the
Plan Trustee to remit to the Company for payment to you any dividends that
either of them may receive as the record holder of your unvested Awarded Shares.
Section 4. Voting Rights. You shall have the right to control all
voting rights relating to all unvested Awarded Shares. If your Awarded Shares
are placed in your brokerage account at Xxxxxxx Merchants Bank, you will receive
proxy materials for voting in the same manner as other shareholders with Shares
in brokerage accounts. If your unvested Awarded Shares are held by the Plan
Trustee, the Plan Trustee will ask you for voting directions and will follow
your directions in voting your unvested Awarded Shares.
Section 5. Amendment. This Award Notice may be amended, in whole or
in part and in any manner not inconsistent with the provisions of the Plan, at
any time and from time to time, by written agreement between you and the
Company.
Section 6. Plan Provisions Control. This Award Notice, and the
rights and obligations created hereunder, shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Award Notice, the terms of the Plan,
which are incorporated herein by reference, shall control. By signing this Award
Notice, you acknowledge receipt of a copy of the Plan and a copy of the
Prospectus for the Plan dated July 29, 2003.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
BRIDGE STREET FINANCIAL, INC.
2003 RECOGNITION AND RETENTION PLAN
Beneficiary Designation Form
GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who will
receive Shares available for distribution at the time of your
death.
Name of
Award Recipient __________________________ Social Security Number____-____-_____
BENEFICIARY Complete sections A and B. If no percentage shares are
DESIGNATION specified, each Beneficiary in the same class (primary or
contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining
Beneficiary in the same class (primary or contingent) shall be
increased proportionately.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
Name Address Relationship Birthdate Share
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
Total=100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death with respect to all
outstanding Awarded Shares:
Name Address Relationship Birthdate Share
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
_____________________ ________________________ ____________ _________ _____%
________________________
Total=100%
I understand that this Beneficiary Designation shall be effective only if
properly completed and received by the Corporate Secretary of Bridge Street
Financial, Inc. prior to my death, and that it is subject to all of the terms
and conditions of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all outstanding
Awarded Shares.
SIGN HERE
_______________________________________ _______________________________
Your Signature Date
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--------------------------------Internal Use Only-------------------------------
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This Beneficiary Designation was received by the Comments
Corporate Secretary of Bridge Street Financial,
Inc. on the date indicated.
By
Authorized Signature Date
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