MONARCH COMMUNITY BANCORP, INC. RESTRICTED STOCK AGREEMENT
Exhibit 10.8
MONARCH COMMUNITY BANCORP, INC.
2003 RECOGNITION AND RETENTION PLAN
RS No. 03-__
Shares of Restricted Stock are hereby awarded on , by Monarch Community Bancorp,
Inc. a Maryland-chartered corporation (the “Corporation”) to (the “Grantee”) in
accordance with the following terms and conditions:
1. Share Award. The Corporation hereby awards to the Grantee shares
(“Shares”) of common stock of the Corporation (“Common Stock”) pursuant to the Monarch Community
Bancorp, Inc. 2003 Recognition and Retention Plan, as the same may be amended from time to time
(the “Plan”), and upon the terms and conditions and subject to the restrictions in the Plan and as
hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by
reference and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period commencing on
the date of this Agreement and terminating on , Shares which have not Vested (as
defined below) may not be sold, assigned, transferred, pledged, or otherwise encumbered by the
Grantee except, in the event of the death of the Grantee, by will or the laws of descent and
distribution or pursuant to a “domestic relations order,” as defined in Section 414(p)(1)(B) of the
Code, or as hereinafter provided.
Provided that the Grantee does not incur a Termination of Service, Shares shall become vested
(“Vested”) in accordance with the following schedule:
Date of Vesting
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Number of Shares Vested | |
Except to the extent prohibited by the OTS regulations, the Committee referred to in Section 3 of
the Plan shall have the authority, in its discretion, to accelerate the time at which any or all of
the restrictions shall lapse with respect to any Shares or to remove any or all such restrictions,
whenever the Committee may determine that such action is appropriate by reason of changes in
applicable tax or other laws, changes in circumstances occurring after the commencement of the
Restricted Period, or any other reason.
3. Termination of Service. Except as provided in Section 8 below, if the Grantee
incurs a Termination of Service for any reason (other than death or disability), all Shares which
are not Vested at the time of such Termination of Service shall upon such Termination of Service be
forfeited to the Corporation. If the Grantee incurs a Termination of Service by reason of death or
disability, all Shares awarded pursuant to this Award Agreement shall become Vested at the time of
such termination, and the Shares shall not thereafter be forfeited.
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4. Certificates for the Shares. The Corporation shall issue five certificates in
respect of the Shares in the name of the Grantee, and shall hold such certificates for the benefit
of the Grantee until the Shares represented there by become Vested. Such certificates shall bear
the following legend:
“The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Monarch Community Bancorp, Inc. 2003
Recognition and Retention Plan. Copies of such Plan are on file in the
office of the Secretary of Monarch Community Bancorp, Inc., 000 Xxxxx
Xxxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000.”
The Grantee further agrees that simultaneously with the execution of this Award Agreement, the
Grantee shall execute stock powers in favor of the Corporation with respect to the Shares and that
the Grantee shall promptly deliver each stock powers to the Corporation.
5. Grantee’s Rights. Subject to all limitations provided in this Award Agreement, the
Grantee, as owner of the Shares during the Restricted Period, shall have all the rights of a
stockholder, including, but not limited to, the right to receive all dividends paid on the Shares
and the right to vote such Shares.
6. Expiration of Restricted Period. Upon Vesting with respect to a portion of the
Shares, the Corporation shall deliver to the Grantee (or in the case of a deceased Grantee, to his
legal representative) the certificate in respect of such Shares and the related stock power held by
the Corporation pursuant to Section 4 above. Shares which have become Vested shall be free of the
restrictions referred to in Section 2 above, and such certificate shall not bear the legend
provided for in Section 4 above.
7. Adjustments for Changes in Capitalization of the Corporation. In the event of any
change in the outstanding shares of Common Stock by reason of any reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any
change in the corporate structure of the Corporation or in the shares of Common Stock, the number
and class of Shares covered by this Award Agreement shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Any shares of Common stock or other securities
received, as a result of the foregoing, by the Grantee with respect to Shares subject to the
restrictions contained in Section 2 above shall also be subject to such restrictions, and the
certificate or other instruments representing or evidencing such shares or securities shall be
legended and deposited with the Corporation in the manner provided in Section 4 above. The Grantee
shall execute stock powers in favor of the Corporation with respect to such shares received by the
Grantee.
8. Effect of Change in Control. If a tender offer or exchange offer for shares of the
Corporation (other than such an offer by the Corporation) is commenced, or if a Change in Control
shall occur, and the Grantee thereafter incurs a Termination of Service for any reason whatsoever,
all Shares which are not then Vested shall Vest in full upon the happening of such events;
provided, however, that no Shares which have previously been forfeited shall thereafter become
Vested.
9. Delivery and Registration of Shares of Common Stock. The Corporation’s obligation
to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the Grantee’s
compliance with the terms and provisions of Section 10 of the Plan.
10. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the
terms and conditions herein set forth are subject in all respects to the terms and conditions of
the Plan, which are controlling. Capitalized terms used herein which are not defined in this Award
Agreement shall have the
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meaning ascribed to such terms in the Plan. All determinations and
interpretations made in the discretion of the Committee shall be binding and conclusive upon the
Grantee or his legal representatives with regard to any questions arising hereunder or under the
Plan.
11. Grantee Service. Nothing in this Award Agreement shall limit the right of the
Corporation or any of its Affiliates to terminate the Grantee’s service as a director, advisory
director, or employee, or otherwise impose upon the Corporation or any of its Affiliates any
obligation to employ or accept the services of the Grantee.
12. Withholding Tax. Upon Vesting of any Shares (or at any such earlier time, if any,
that an election is made by the Grantee under Section 83(b) of the Code, or any successor thereto),
the Corporation may withhold from any payment or distribution made under the Plan sufficient Shares
to cover any applicable withholding and employment taxes. The Corporation shall have the right to
deduct from all dividends paid with respect to Shares the amount of any taxes which the Corporation
is required to withhold with respect to such dividend payments.
13. Amendment. The Committee may waive any conditions of or rights of the Corporation
or modify or amend the terms of this Award Agreement; provided, however, that the Committee may not
amend, alter, suspend, discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee’s (or his legal representative’s) written consent.
14. Grantee Acceptance. The Grantee shall signify his acceptance of the terms and
conditions of this Agreement by signing in the space provided below, by signing the attached stock
powers, and by returning a signed copy hereof and of the attached stock powers to the Corporation.
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be executed as of
the date first above written.
| MONARCH COMMUNITY BANCORP, INC. | ||||||
| By: | ||||||
| ACCEPTED: | ||||||
| (Street Address) | ||||||
| (City, State and Zip Code) |
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