EXHIBIT 10.9.1
NEWALLIANCE BANCSHARES, INC.
RESTRICTED STOCK 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 shares of Restricted Stock granted under this Award Agreement are granted as of
June 17, 2005 (the “Award Date”) pursuant to and subject to all of the provisions hereof and of the Plan
applicable to Restricted Stock granted pursuant to Section 8 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 Participant a total of _________ shares of Restricted Stock
(the “Restricted Shares”).
3. Stock Certificates. Each stock certificate evidencing any Restricted Shares shall contain such legends and stock
transfer instructions or limitations as may be determined or authorized by the Committee in
its sole discretion; and the Company may, in its sole discretion, retain custody of any such
certificate throughout the period during which any restrictions are in effect and require
that the Participant tender to the Company a stock power duly executed in blank relating
thereto as a condition to issuing any such certificate. In lieu of a stock certificate
for the Restricted Shares being issued in the name of the Participant prior to the
vesting of such shares, the Company may cause the underlying shares of common stock
to be held pursuant to a trust or escrow agreement until such time as the Restricted
Shares become vested.
4.
Rights as Stockholder. From the Award Date until the Restricted Shares vest, the
Participant shall be entitled to all rights associated with ownership of the Restricted Shares,
except:
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If the Restricted Shares are
held in trust or escrow, the Restricted Shares shall be voted in accordance with the applicable trust or escrow agreement. |
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| (b) |
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None of the Restricted Shares
may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until they have vested in
accordance with Section 5 of this Award Agreement. |
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| (c) |
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Any additional shares of
Common Stock or other noncash property issued with
respect to unvested Restricted Shares granted hereunder (e.g., a stock dividend)
shall be subject to the same restrictions as the shares of Restricted Shares to which
they relate. |
| (d) |
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Any cash dividends on
unvested Restricted Shares granted hereunder shall be
accumulated by the Company and paid when and if such shares vest (or at such
other time as the Committee may determine with respect to a Participant). |
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5. Vesting.
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The Restricted Shares
granted hereunder will vest according to the following schedule: |
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Additional Percentage of |
| Date |
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Restricted Shares Vested |
| 1/1/2006 |
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15 |
% |
| 1/1/2007 |
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15 |
% |
| 1/1/2008 |
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15 |
% |
| 1/1/2009 |
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15 |
% |
| 1/1/2010 |
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15 |
% |
| 1/1/2011 |
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15 |
% |
| 1/1/2012 |
|
10 |
% |
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| TOTAL |
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100 |
% |
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Notwithstanding the foregoing,
none of the Restricted Shares granted hereunder
shall vest 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 Restricted
Shares 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 5(a), the Restricted
Shares granted hereunder shall become fully vested 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) |
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Notwithstanding the
vesting schedule set forth in Section 5(a), the Restricted
Shares granted hereunder shall become fully vested 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. |
6. Applicable Law. The validity, construction, interpretation and enforceability of this Award
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.
7. 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.
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8. 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.
9. 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.
10. 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 vesting of
the Restricted Shares 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 vesting
of shares arising from 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.
11. Taxes. Participant has reviewed with Participant’s own tax advisors the federal,
state, local and foreign tax consequences of this grant and the transactions contemplated by this
Award Agreement. Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. Participant understands that Participant
(and not the Company) shall be responsible for Participant’s own tax liability that may arise as a
result of this grant or the transactions contemplated by this Award Agreement. Participant
understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the difference between the purchase price for the Restricted Shares and
the Fair Market Value of the Restricted Shares as of the date any restrictions on the Restricted
Shares lapse. Participant may elect to be taxed at the time the Restricted Shares are granted
rather than when the date any restrictions on the Restricted Shares lapse by filing an election
under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the date
hereof. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT A
HERETO.
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION
UNDER CODE SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVES (INCLUDING THE COMPANY’S LEGAL
COUNSEL) TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.
12. 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.
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13. 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 |
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NEWALLIANCE
BANCSHARES, INC. |
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EXHIBIT A
Election Under Section 83(b) of the Internal Revenue Code
The undersigned hereby
makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below
and supplies the following information in accordance with the regulations promulgated thereunder:
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1.
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The name, address and social security number of the undersigned: |
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Name: |
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2.
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Description
of property with respect to which the election is being made: |
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___________________ shares of
common stock, par value $.01 per share, NewAlliance Bancshares, Inc., a Delaware
corporation (the “Company”).
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3. |
The date on
which the property was transferred (date of grant) is ____________________, 20__. |
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4.
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The taxable
year to which this election relates is calendar year ___________. |
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5.
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Nature of
restrictions to which the property is subject: |
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The shares
of stock are subject to the provisions of a Restricted Stock Award Agreement between
the undersigned and the Company. The shares of stock are subject to forfeiture under
the terms of the Agreement.
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6.
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The fair market
value of the property at the time of transfer (date of grant) (determined without
regard to any lapse restriction) was $ per share, for a total of $________. |
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7.
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The amount
paid by taxpayer for the property was $ -0- . |
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8.
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A copy of
this statement has been furnished to the Company. |
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Dated: _____________________, 20___ |
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| Taxpayer’s
Signature |
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Taxpayer’s
Printed Name |
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PROCEDURES FOR MAKING
ELECTION UNDER
INTERNAL REVENUE CODE SECTION 83(b)
The following
procedures must be followed with respect to the attached form for making an election
under Internal Revenue Code section 83(b) in order for the election to be effective:
1. You must
file one copy of the completed election form with the IRS Service Center where you
file your federal income tax returns within 30 days after the date your shares of
restricted stock are issued.
2. You must
also give a copy of the election form to the Committee c/o the Chief Financial Officer
of the Company within 10 days of filing notice of the election with the IRS.
3. You must file another copy
of the election form with your federal income tax return (generally, Form 1040)
for this taxable year.
NOTE: WHETHER OR NOT TO MAKE THE ELECTION
IS YOUR DECISION AND MAY CREATE TAX CONSEQUENCES FOR YOU. YOU ARE ADVISED TO CONSULT
YOUR TAX ADVISOR IF YOU ARE UNSURE WHETHER OR NOT TO MAKE THE ELECTION
