NEWALLIANCE BANCSHARES, INC. STOCK OPTION AWARD AGREEMENT (Outside Director Award)
EXHIBIT 10.8.1
NEWALLIANCE
BANCSHARES, INC.
STOCK OPTION AWARD AGREEMENT
(Outside Director Award)
This agreement
dated as of June 17, 2005 (the “Award Agreement”), is entered into by
and between NewAlliance Bancshares, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”). All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them by the
NewAlliance Bancshares, Inc. 2005 Long-Term Compensation Plan (the “Plan”).
1. General. The options evidenced by this Award Agreement (“Options”)
are non-statutory stock options granted as of the date specified above (the “Award
Date”) pursuant to and subject to all of the provisions hereof and of the Plan
applicable to Options granted pursuant to Section 6 of the Plan, which provisions
are, unless otherwise provided herein, incorporated by reference and made a part
hereof to the same extent as if set forth in their entirety herein, and to such
other terms necessary or appropriate to the grant hereof having been made. Participant
hereby acknowledges receipt of a copy of the Plan.
2. Grant. The Company hereby
grants to the Participant Options to purchase a total of ________ shares of Common
Stock of the Company, exercisable as provided in the vesting schedule set forth
in Section 4 below at $14.39 per share (the “Option Price”). The Options
shall terminate on June 17, 2015, unless terminated sooner in accordance with the
Plan.
3. Exercise Procedure. The following procedures describe the formal requirements
for exercising Options. Additional information regarding this Award and the procedures
for exercising Options will be provided to all participants in the Plan in the near
future, and from time to time by the Human Relations Department. In order to exercise
the Options granted hereunder, the Participant must give written notice thereof
to the Chief Financial Officer of the Company (or another officer of the Company
designated by the Committee), at the Company’s corporate headquarters, specifying
the number of shares of Common Stock being purchased. Such notice must be accompanied
by payment of the Option Price for the share or shares being purchased (and any
applicable withholding taxes) and this Award Agreement so that appropriate notation
can be made thereon to reflect such exercise. Such payment shall be by:
| (a) | a check payable to the order of the Company; or | |
| (b) | to the extent permitted by applicable law: | |
| (i) | delivery of
shares of Common Stock, the aggregate Fair Market Value of which is equal to the
payment. Shares of Common Stock that may be used for the payment may include shares
which were received by the Participant upon the exercise of one or more Options
and shares which the Participant directs the Company to withhold, for the purpose
of paying the Option Price (and any applicable withholding taxes), from shares which
the Participant would have received upon the exercise of one or more Options (a
“cashless exercise”); or |
| (ii) | any other
means authorized by the Committee; or |
|
| (c) | any combination of the foregoing. | |
4. Vesting.
| (a) | The Options granted hereunder will become exercisable by the Participant in accordance with the following vesting schedule: |
| Additional Percentage of | |||
| Date | Options Vested | ||
| Last Business Day of 2005 | 40 | % | |
| Last Business Day of 2006 | 20 | % | |
| Last Business Day of 2007 | 20 | % | |
| Last Business Day of 2008 | 20 | % | |
| TOTAL | 100 | % | |
Notwithstanding the foregoing, none of the Options granted hereunder shall vest or be exercisable prior to the date upon which a registration statement with respect to Common Stock being offered under the Plan has been filed with the Securities and Exchange Commission (“SEC”) and has become effective. No Options shall vest after the Participant’s service as an Outside Director, employee, consultant or advisor has terminated. |
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| (b) | Notwithstanding the vesting schedule set forth in Section 4(a), the Options granted hereunder shall become fully vested and exercisable if the Participant’s service as an Outsider Director is terminated due to: (i) Retirement; (ii) Disability; or (iii) death. |
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| (c) | Notwithstanding the vesting schedule set forth in Section 4(a), the Options granted hereunder shall become fully vested and exercisable upon the occurrence of a Change of Control, as that term is defined in the Plan, provided that the Participant is an Outside Director, employee, consultant or advisor of the Company (or an Affiliate thereof) on the date of the Change of Control. |
||
5. Applicable Law. The validity, construction, interpretation and enforceability of this Award
Agreement shall be determined and governed by the laws of the State of Delaware
without regard to any conflicts or choice of law rules or principles that might
otherwise refer construction or interpretation of this Award Agreement to the substantive
law of another jurisdiction.
6. Severability. The provisions of this Award Agreement
are severable and if any one or more provisions may be determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions, and any
partially unenforceable provision to the extent enforceable in any jurisdiction,
shall nevertheless be binding and enforceable.
7. Waiver. The waiver by the
Company of a breach of any provision of this Award Agreement by Participant shall
not operate or be construed as a waiver of any subsequent breach by Participant.
8. Binding Effect. The provisions of this Award Agreement shall be binding upon the parties
hereto, their successors and assigns, including, without limitation, the Company,
its successors or assigns, the estate of the Participant and the executors, administrators
or trustees of such estate and any receiver, trustee in bankruptcy or representative
of the creditors of the Participant.
9. Withholding. Participant agrees, as
a condition of this grant, to make acceptable arrangements to pay any withholding
or other taxes that may be due as a result of the exercise of any Options acquired
under this grant. In the event that the Company determines that any federal, state,
local or foreign tax or withholding payment is required relating to the exercise
of Options acquired under this grant, the Company shall have the right to require
such payments from Participant, or withhold such amounts from other payments due
Participant from the Company or any Subsidiary or Affiliate.
10. Transferability. Participant acknowledges that the Options granted hereunder are not transferable
except to the extent permitted by Section 6(c) of the Plan, which permits certain
transfers to family members, but only with the advance approval of the Committee.
11.
No Retention Rights. Nothing herein contained shall confer on the Participant
any right to continue to serve as an Outside Director or to continuation of employment by the Company or its Affiliates,
or interfere with the right of the Company or its Affiliates to terminate at any
time the employment of the Participant.
12. Construction. This Award
Agreement is subject to and shall be construed in accordance with the Plan, the
terms of which are explicitly made applicable hereto. In the event of any conflict
between the provisions hereof and those of the Plan, the provisions of the Plan
shall govern. Nothing herein is intended to amend or revise the terms of any written
employment agreement executed prior to the Award Date by the Participant and the
Company and/or the Bank.
| PARTICIPANT | NEWALLIANCE BANCSHARES, INC. | ||
| By: |
| Name: |
| Its: |
| CHI1 0000000x0 |
