NEWALLIANCE BANCSHARES, INC. STOCK OPTION AWARD AGREEMENT (Employee Award)
Exhibit
10.16
NEWALLIANCE
BANCSHARES, INC.
(Employee
Award)
This
agreement dated as of May 29, 2009 (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, as
amended from time to time (the “Plan”).
1. General. The
options evidenced by this Award Agreement (“Options”) are
nonstatutory 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. The 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 $______________ per share
(the “Option Price”). The Options shall terminate on May 29, 2019,
unless terminated sooner in accordance with the Plan.
3. Exercise
Procedure. The following procedures describe the formal
requirements for exercising an Option. Additional information
regarding this Award and the procedures for exercising Options will be provided
to all participants in the Plan 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:
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(a)
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a
check payable to the order of the Company;
or
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(b)
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to
the extent permitted by applicable
law:
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(i)
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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
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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
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(ii)
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any
other means authorized by the Committee;
or
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(c)
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any
combination of the foregoing.
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4. Vesting.
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(a)
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The
Options granted hereunder will become exercisable by the Participant in
accordance with the following vesting
schedule:
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Date
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Additional Percentage
of Options Vested
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May
31, 2010
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25%
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May
31, 2011
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25%
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May
31, 2012
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25%
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May
31, 2013
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25%
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TOTAL
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100%
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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 the 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)
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Notwithstanding
the vesting schedule set forth in Section 4(a) above, the Options granted
hereunder shall become fully vested and exercisable if the Participant’s
employment with the Company and all of its Subsidiaries and Affiliates is
terminated due to: (i) Retirement; (ii) Disability; or (iii)
death.
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(c)
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Notwithstanding
the vesting schedule set forth in Section 4(a) above, the Options granted
hereunder shall become fully vested and exercisable upon the occurrence of
a Change in 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 in
Control.
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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.
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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
the Participant shall not operate or be construed as a waiver of any subsequent
breach by the 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. The
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
the Participant, or withhold such amounts from other payments due to the
Participant from the Company or any Subsidiary or Affiliate.
10. Transferability. The
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 with respect 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.
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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, as such Plan may
be amended from time to time. 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.
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PARTICIPANT
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NEWALLIANCE
BANCSHARES, INC.
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By:
__________________________
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By:
_________________________
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Name:
________________________
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Name: Xxxxxx
X. Xxxxxxxxx
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Its:
Chairman, President and CEO
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