RESTRICTED STOCK AWARD AGREEMENT UNDER THE DANVERS BANCORP, INC.
Exhibit
10.17
UNDER
THE DANVERS BANCORP, INC.
2008
STOCK OPTION AND INCENTIVE PLAN
Name of
Grantee: __________________________________
No. of
Shares: $_________________________________
Grant
Date: _________________________________
Pursuant
to the Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan (the “Plan”)
as amended through the date hereof, Danvers Bancorp, Inc. (the “Company”) hereby
grants a Restricted Stock Award (an “Award”) to the Grantee named
above. Upon acceptance of this Award, the Grantee shall be entitled
to receive the number of shares of Common Stock, par value $0.01 per share (the
“Stock”) of the Company specified above, subject to the restrictions and
conditions set forth herein and in the Plan. The Company acknowledges
the receipt from the Grantee of consideration with respect to the par value of
the Stock in the form of cash, past or future services rendered to the Company
by the Grantee or such other form of consideration as is acceptable to the
Administrator.
1. Acceptance of
Award. The Grantee shall have no rights with respect to this
Award unless he or she shall have accepted this Award by (i) signing and
delivering to the Company a copy of this Award Agreement, and (ii) if requested
by the Company, delivering to the Company a stock power endorsed in
blank. Upon acceptance of this Award by the Grantee, the shares of
Restricted Stock so accepted shall be issued and held by the Company’s transfer
agent in book entry form with appropriate restrictions and the Grantee’s name
shall be entered as the stockholder of record on the books of the
Company. Once the Grantee has accepted this Award, the Grantee shall
have all the rights of a stockholder with respect to such shares, including
voting rights and dividend rights, subject, however, to the restrictions and
conditions specified in Paragraph 2 below.
2. Restrictions and
Conditions.
(a) Any
certificates or book entries for the shares of Restricted Stock granted herein
shall bear an appropriate legend, as determined by the Administrator in its sole
discretion, to the effect that such shares are subject to restrictions as set
forth herein and in the Plan.
(b) Shares
of Restricted Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Grantee prior to
vesting.
(c) If
the Grantee’s employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason, other than by reason of the Grantee’s
death or disability (as determined by the Administrator), prior to vesting of
shares of Restricted Stock granted herein, all shares of Restricted Stock shall
immediately and automatically be forfeited and returned to the
Company.
3. Vesting of Restricted
Stock. The restrictions and conditions in Paragraph 2 of
this Agreement shall lapse on the Vesting Date or Dates specified in the
following schedule so long as the Grantee remains an employee of the Company or
a Subsidiary on such Vesting Dates. If a series of Vesting Dates is
specified, then the restrictions and conditions in Paragraph 2 shall lapse
only with respect to the number of shares of Restricted Stock specified as
vested on such date.
|
Number
of
Shares Vested
|
Vesting Date
|
|
_____________
(___%)1
|
____________
|
|
_____________
(___%)
|
____________
|
|
_____________
(___%)
|
____________
|
|
_____________
(___%)
|
____________
|
|
_____________
(___%)
|
____________
|
In
addition, upon the termination of the Grantee’s employment with the Company by
reason of the Grantee’s death or disability (as determined by the
Administrator), the restrictions and conditions in Paragraph 2 of this Agreement
shall lapse. Subsequent to such Vesting Date or Dates, the shares of
Stock on which all restrictions and conditions have lapsed shall no longer be
deemed Restricted Stock and to the extent such shares of Restricted Stock are
held in escrow or trust by the Company, the shares of Stock shall be promptly
transferred to the Grantee.
4. Dividends. Dividends
on shares of Restricted Stock shall be paid currently to the
Grantee.
5. Incorporation of
Plan. Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of
the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan. Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified
herein.
6. Transferability. This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.
7. Tax
Withholding. The Grantee shall, not later than the date as of
which the receipt of this Award becomes a taxable event for Federal income tax
purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law
to be withheld on account of such taxable event. Except in the case
where an election is made pursuant to Paragraph 8 below, the Grantee may elect
to have the required minimum tax withholding obligation satisfied, in whole or
in part, by authorizing the Company to withhold from shares of Stock to be
issued or released by the transfer agent or
1 The
rate of vesting must not be in excess of 20% of the total Award per year, with
the first vesting occurring no earlier than the first anniversary of the Grant
Date.
2
trustee a
number of shares of Stock with an aggregate Fair Market Value that would satisfy
the withholding amount due.
8. Election Under Section
83(b). The Grantee and the Company hereby agree that the
Grantee may, within 30 days following the acceptance of this Award as provided
in Paragraph 1 hereof, file with the Internal Revenue Service and the Company an
election under Section 83(b) of the Internal Revenue Code. In the
event the Grantee makes such an election, he or she agrees to provide a copy of
the election to the Company. The Grantee acknowledges that he or she
is responsible for obtaining the advice of his or her tax advisors with regard
to the Section 83(b) election and that he or she is relying solely on such
advisors and not on any statements or representations of the Company or any of
its agents with regard to such election.
9. No Obligation to Continue
Employment. Neither the Company nor any Subsidiary is
obligated by or as a result of the Plan or this Agreement to continue the
Grantee in employment and neither the Plan nor this Agreement shall interfere in
any way with the right of the Company or any Subsidiary to terminate the
employment of the Grantee at any time.
10. Notices. Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.
By: __________________________
Title:
__________________________
The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
Grantee’s
Signature: ___________________________
Grantee’s
name and address: _______________________
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