RESTRICTED STOCK AGREEMENT
--------------------------
PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
------------------------------------------
FOR NON-EMPLOYEE DIRECTORS
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of ________ shares of Common Stock of Kearny Financial Corp. (the
"Corporation"), which is hereby granted to _____________ (the "Participant") at
the price determined as provided herein, and in all respects subject to the
terms, definitions and provisions of the Kearny Financial Corp. 2005 Stock
Compensation and Incentive Plan (the "Plan") adopted by Kearny Financial Corp.
(the"Company") which is incorporated by reference herein, receipt of which is
hereby acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
---------------
awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be
------------------------
deemed earned and non-forfeitable in accordance with the provisions of the Plan,
during periods of continued service as a Director or Director Emeritus as
follows:
(a) Schedule of Vesting of Awards.
Number Percentage of Total Shares
of Awarded Which Are
Date Shares Non-forfeitable
---- ------ ---------------
Upon grant.................... 0 0%
As of ______________.......... ____ 20%
As of ______________.......... ____ 40%
As of ______________.......... ____ 60%
As of ______________.......... ____ 80%
As of ______________.......... ____ 100%
A. Notwithstanding anything herein or in the Plan to the contrary, all Shares
subject to an Award held by a Participant whose service with Kearny Federal
Savings Bank (the "Bank") or the Corporation terminates due to death shall be
deemed 100% earned and non-forfeitable as of the Participant's last date of
service with the Corporation or the Bank and shall be distributed as soon as
practicable thereafter to the Beneficiary as set forth in accordance with the
Plan.
B. Such Award shall be immediately 100% earned and non-forfeitable upon
Disability of the Participant.
C. Upon a Change in Control of the Corporation or the Bank, all such Awards
shall be immediately 100% vested and exercisable.
(b) Restrictions on Awards. This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any applicable federal or state securities or other law or valid
regulation. As a condition to the Participant's receipt of this Award, the
Company may require the person receiving this Award to make any representation
and warranty to the Company as may be required by any applicable law or
regulation.
3. Non-transferability of Award. This Award may not be transferred in any
----------------------------
manner prior to such Award, or portion thereof, being deemed earned and
non-forfeitable.
4. Other Restrictions on Award. This Award shall be subject to such other
---------------------------
restrictions and limitations as are contained in the Plan or as determined by
the Plan Committee administering such Plan.
Kearny Financial Corp.
Date of Grant: ____________________________ By: _________________________
Attest:
_______________________________
[SEAL]
PARTICIPANT ACKNOWLEDGEMENT
______________________________________ ______________________________
PARTICIPANT DATE
2
RESTRICTED STOCK AGREEMENT
--------------------------
PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
------------------------------------------
FOR OFFICERS AND EMPLOYEES
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of __________ shares of Common Stock of Kearny Financial Corp. (the
"Corporation"), which is hereby granted to _______________ (the "Participant")
at the price determined as provided herein, and in all respects subject to the
terms, definitions and provisions of the Kearny Financial Corp. 2005 Stock
Compensation and Incentive Plan (the "Plan") adopted by Kearny Financial Corp.
(the"Company") which is incorporated by reference herein, receipt of which is
hereby acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
---------------
awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be deemed
----------------------
earned and non-forfeitable in accordance with the provisions of the Plan, during
periods of continued service as an employee, Director or Director Emeritus as
follows:
(a) Schedule of Vesting of Awards.
Number Percentage of Total Shares
of Awarded Which Are
Date Shares Non-forfeitable
---- ------ ---------------
Upon grant................... 0 0%
As of ______________......... ____ 20%
As of ______________......... ____ 40%
As of ______________......... ____ 60%
As of ______________......... ____ 80%
As of ______________......... ____ 100%
A. Notwithstanding anything herein or in the Plan to the contrary, all Shares
subject to an Award held by a Participant whose service with Kearny Federal
Savings Bank (the "Bank") or the Corporation terminates due to death shall be
deemed 100% earned and non-forfeitable as of the Participant's last date of
service with the Corporation or the Bank and shall be distributed as soon as
practicable thereafter to the Beneficiary as set forth in accordance with the
Plan.
B. Such Award shall be immediately 100% earned and non-forfeitable upon
Disability of the Participant.
C. Upon a Change in Control of the Corporation or the Bank, all such Awards
shall be immediately 100% vested and exercisable.
(b) Restrictions on Awards. This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any applicable federal or state securities or other law or valid
regulation. As a condition to the Participant's receipt of this Award, the
Company may require the person receiving this Award to make any representation
and warranty to the Company as may be required by any applicable law or
regulation.
3. Non-transferability of Award. This Award may not be transferred in any
----------------------------
manner prior to such Award, or portion thereof, being deemed earned and
non-forfeitable.
4. Other Restrictions on Award. This Award shall be subject to such other
---------------------------
restrictions and limitations as are contained in the Plan or as determined by
the Plan Committee administering such Plan.
Kearny Financial Corp.
Date of Grant: _____________________________ By: ________________________
Attest:
________________________________
[SEAL]
PARTICIPANT ACKNOWLEDGEMENT
______________________________________ ______________________________
PARTICIPANT DATE
2
