RESTRICTED STOCK AGREEMENT
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PURSUANT TO THE
EUREKA BANK
RESTRICTED STOCK PLAN
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FOR OFFICERS AND EMPLOYEES
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of _____ shares of Common Stock of EUREKA FINANCIAL CORP., which is
hereby granted to _____________, (the "Participant") at the price determined
as provided herein, and in all respects subject to the terms, definitions and
provisions of the Eureka Bank Restricted Stock Plan (the "Plan") adopted by the
Bank which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
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awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be
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deemed non- forfeitable in accordance with the provisions of the Plan, provided
the holder of such Award is an employee, director or director emeritus of the
Bank as of such date, as follows:
(a) Schedule of Vesting of Awards.
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
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Upon grant..................................... 0 0%
As of July 19, 2000............................ _____ 20%
As of July 19, 2001............................ _____ 40%
As of July 19, 2002............................ _____ 60%
As of July 19, 2003............................ _____ 80%
As of July 19, 2004............................ _____ 100%
(b) Restrictions on Awards. This Award may not be delivered to
the recipient if the issuance of the Shares pursuant to the Award would
constitute a violation of any applicable federal or state securities or other
law or valid regulation. As a condition to the Participant's receipt of this
Award, the Bank may require the person receiving this Award to make any
representation and warranty to the Bank as may be required by any applicable law
or regulation.
3. Non-transferability of Award. This Award may not be transferred in
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any manner prior to such Award, or portion thereof, being deemed
non-forfeitable. Notwithstanding anything herein or in the Plan to the contrary,
all Shares subject to an Award held by a Participant whose employment or service
with the Bank terminates due to death shall be deemed 100% earned and
nonforfeitable as of the Participant's last date of employment or service with
the Bank and shall be distributed as soon as practicable thereafter to the
Beneficiary as set forth in accordance with the Plan.
4. Other Restrictions on Award. This Award shall be subject to such
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other restrictions and limitations as are contained in the Plan or as determined
by the Plan Committee administering such Plan. Such Award shall be immediately
100% vested upon death or disability (as determined by the Plan Committee) of
the Participant.
Eureka Bank
Date of Grant: __________ __, _____ By: _________________________
Attest:
________________________________
[SEAL]
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