Workingmens Bank Amended and Restated Restricted Stock Plan and Trust Agreement
Exhibit 10.11
Workingmens Bank
Amended and Restated Restricted Stock Plan
and Trust Agreement
Article I
1.01 ESB Bank (the “Bank”) hereby amends and restates the Workingmens Bank Restricted Stock
Plan (the “Plan”) and Trust (the “Trust”) upon the terms and conditions hereinafter stated in this
amended and restated Restricted Stock Plan and Trust Agreement (the “Agreement”), with this
amendment and restatement effective as of November 21, 2006.
1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust assets existing on the
date of this Agreement and all additions and accretions thereto upon the terms and conditions
hereinafter stated.
Article II
2.01 The purpose of the Plan is to reward and to retain personnel of experience and ability in
key positions of responsibility with the Bank and its subsidiaries, by providing such personnel of
the Bank and its subsidiaries with an equity interest in the parent corporation of the Bank, ESB
Financial Corporation, as successor to WSB Holding Company (“Parent”), as compensation for their
prior and anticipated future professional contributions and service to the Bank and its
subsidiaries.
Article III
The following words and phrases when used in this Plan with an initial capital letter, unless
the context clearly indicates otherwise, shall have the meaning as set forth below. Wherever
appropriate, the masculine pronoun shall include the feminine pronoun and the singular shall
include the plural.
3.01 “Bank” means ESB Bank, as the successor to Workingmens Bank.
3.02 “Beneficiary” means the person or persons designated by the Participant to receive any
benefits payable under the Plan in the event of such Participant’s death. Such person or persons
shall be designated in writing on forms provided for this purpose by the Committee and may be
changed from time to time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant’s surviving spouse, if any, or if none, the
Participant’s estate.
3.03 “Board” means the Board of Directors of the ESB Bank, or any successor corporation
thereto.
3.04 “Cause” means the personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profits, intentional failure to perform stated duties, willful
violation of a material provision of any law, rule or regulation (other than traffic violations and
similar offense), or a material violation of a final cease-and-desist order or any other action
which results in a substantial financial loss to the Parent, the Bank or its Subsidiaries,
3.05 “Change in Control” shall mean a change in the ownership of the Parent or the Bank, a
change in the effective control of the Parent or the Bank or a change in the ownership of a
substantial portion of the assets of the Parent or the Bank, in each case as provided under Section
409A of the Code and the regulations thereunder.
3.06 “Committee” means the Board of Directors of the Parent or the Restricted Stock Plan
Committee appointed by the Board of Directors of the Parent pursuant to Article IV hereof.
3.07 “Common Stock” means shares of the common stock of the Bank or any successor corporation
or Parent thereto.
3.08 “Conversion” means the effective date of the stock charter of Workingmens Bank and
simultaneous acquisition of all of the outstanding stock of the Workingmens Bank by WSB Holding
Company.
3.09 “Director” means a member of the Board of the Bank.
3.10 “Director Emeritus” means a person serving as a director emeritus, advisory director,
consulting director, or other similar position as may be appointed by the Board of Directors of the
Bank or the Parent from time to time.
3.11 “Disability” means the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not less than three months under
an accident and health plan covering employees of the Parent or the Bank (or would have received
such benefits for at least three months if he had been eligible to participate in such plan).
2
3.12 “Employee” means any person who is employed by the Bank or a Subsidiary.
3.13 “Effective Date” means the day upon which the stockholders of WSB Holding Company
originally adopted this Plan. The amendment and restatement of this Plan shall be effective as of
November 21, 2006.
3.14 “Parent” shall mean ESB Financial Corporation, the parent corporation of the Bank and
successor to WSB Holding Company.
3.15 “Participant” means an Employee, Director or Director Emeritus who receives a Plan Share
Award under the Plan.
3.16 “Plan Shares” means shares of Common Stock held in the Trust which are awarded or
issuable to a Participant pursuant to the Plan.
3.17 “Plan Share Award” or “Award” means a right granted to a Participant under this Plan to
earn or to receive Plan Shares.
3.18 “Plan Share Reserve” means the shares of Common Stock held by the Trust pursuant to
Sections 5.03 and 5.04.
3.19 “Subsidiary” means those subsidiaries of the Parent which, with the consent of the Board,
agree to participate in this Plan.
3.20 “Trustee” or “Trustee Committee” means that person(s) or entity nominated by the
Committee and approved by the Board pursuant to Sections 4.01 and 4.02 to hold legal title to the
Plan assets for the purposes set forth herein.
Article IV
4.01 Role of the Committee. The Plan shall be administered and interpreted by the Board of
Directors of the Parent or a Committee appointed by said Board, which shall consist of not less
than two non-employee members of the Board, which shall have all of the powers allocated to it in
this and other sections of the Plan. All persons designated as members of the Committee shall be
“Non-Employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (“1934 Act”). The interpretation and construction by the Committee of any
provisions of the Plan or of any Plan Share Award granted hereunder shall be final and binding. The
Committee shall act by vote or written consent of a majority of its members. Subject to the express
provisions and limitations of the Plan, the Committee may adopt such rules, regulations and
procedures as it deems appropriate for the conduct of its affairs. The Committee shall report its
actions and decisions with respect to the Plan to the Board at appropriate times, but in no event
less than one time per calendar year. The Committee shall recommend to the Board one or more
persons or entity to act as Trustee in accordance with the provision of this Plan and Trust and the
terms of Article VIII hereof.
3
4.02 Role of the Board. The members of the Committee and the Trustee shall be appointed or
approved by, and will serve at the pleasure of the Board. The Board may in its discretion from time
to time remove members from, or add members to, the Committee, and may remove, replace or add
Trustees. The Board shall have all of the powers allocated to it in this and other sections of the
Plan, may take any action under or with respect to the Plan which the Committee is authorized to
take, and may reverse or override any action taken or decision made by the Committee under or with
respect to the Plan, provided, however, that the Board may not revoke any Plan Share Award already
made except as provided in Section 7.01(b) herein.
Article V
4
Stock of the Parent in an amount equal to up to 100% of the Trust’s assets, after providing
for any required withholding as needed for tax purposes, provided, however, that the Trust shall
not purchase more than 13,224 shares of Common Stock, representing 4% of the aggregate shares of
Common Stock issued by the Parent in the Conversion. The Trustee may purchase shares of Common
Stock in the open market or, in the alternative, may purchase authorized but unissued shares of the
Common Stock or treasury shares from the Parent sufficient to fund the Plan Share Reserve.
Article VI
5
Article VII
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
6
who is discharged from the employ or service of the Parent, Bank or a Subsidiary for Cause, or
who is discovered after termination of employment or service to have engaged in conduct that would
have justified termination for Cause. A determination of Cause shall be made by the Board within
its sole discretion.
(d) Exception for Termination after a Change in Control. Notwithstanding the general rule
contained in Section 7.01 above, all Plan Shares subject to a Plan Share Award held by a
Participant shall be deemed to be immediately 100% earned and non-forfeitable in the event of a
Change in Control of the Parent or the Bank and shall be distributed as soon as practicable
thereafter; provided that such accelerated vesting is not inconsistent with applicable regulations
of the OTS or other applicable banking regulatory agency at the time of such Change in Control.
7
Article VIII
8
performing their duties, the Trustees shall have the power to do all things and execute such
instruments as may be deemed necessary or proper, including the following powers:
(a) To invest up to one hundred percent (100%) of all Trust assets in the Common Stock
without regard to any law now or hereafter in force limiting investments for Trustees or
other fiduciaries. The investment authorized herein may constitute the only investment of
the Trust, and in making such investment, the Trustee is authorized to purchase Common Stock
from the Parent or from any other source, and such Common Stock so purchased may be
outstanding, newly issued, or treasury shares.
(b) To invest any Trust assets not otherwise invested in accordance with (a) above in such
deposit accounts, and certificates of deposit (including those issued by the Bank),
obligations of the United States government or its agencies or such other investments as
shall be considered the equivalent of cash.
(c) To sell, exchange or otherwise dispose of any property at any time held or acquired by
the Trust.
(d) To cause stocks, bonds or other securities to be registered in the name of a nominee,
without the addition of words indicating that such security is an asset of the Trust (but
accurate records shall be maintained showing that such security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be in the opinion of the Trustee
reasonable for the proper operation of the Plan and Trust.
(f) To employ brokers, agents, custodians, consultants and accountants.
(g) To hire counsel to render advice with respect to their rights, duties and obligations
hereunder, and such other legal services or representation as they may deem desirable.
(h) To hold funds and securities representing the amounts to be distributed to a Participant
or his Beneficiary as a consequence of a dispute as to the disposition thereof, whether in a
segregated account or held in common with other assets.
Notwithstanding anything herein contained to the contrary, the Trustee shall not be required
to make any inventory, appraisal or settlement or report to any court, or to secure any order of a
court for the exercise of any power herein contained, or to maintain bond.
9
Plan, including those incurred by the Trustee, shall be paid by the Bank.
Article IX
10