Exhibit 10.4
SOUTHERN CONNECTICUT BANCORP, INC.
2005 STOCK OPTION AND AWARD PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement") is made as of
this ____ day of _______, 2005, by and between Southern Connecticut Bancorp,
Inc. (the "Company"), a Connecticut corporation, and
____________________________________ ("Award Recipient").
WITNESSETH:
WHEREAS, the Company desires to grant to Award Recipient and Award
Recipient is prepared to accept Common Stock of the Company as herein described,
on the terms and conditions hereinafter set forth, and
WHEREAS, Award Recipient and the Company desire to provide for
certain restrictions with respect to such stock, on the terms and conditions
hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, it is agreed between the parties hereto as
follows:
1. Grant of Stock. Award Recipient is being awarded by the Company
_________ shares of its Common Stock, par value $0.01 (the "Stock"), effective
on ______________, 2005.
2. Vesting Schedule. The shares of Stock shall vest as follows:
[ ] on each anniversary of the date of this Agreement.
No shares of Stock may be transferred by the Award Recipient prior to
the date of vesting. Any unvested shares of Stock shall be forfeited upon the
Award Recipient's termination of employment with the Company.
3. Acknowledgements of Award Recipient. The Award Recipient
acknowledges and is aware that:
(a) No federal or state agency has made any finding or determination as
to the fairness for investment or any recommendations or endorsement of the
Stock or the Company's operations; and
(b) The Company may from time to time issue additional equity
securities to employees, investors, lenders and other parties.
4. Legends. All certificates representing any shares of Stock subject
to the provisions of this Agreement shall have endorsed thereon the following
legend:
"Any disposition of any interest in the securities represented by this
certificate is subject to restrictions contained in a certain agreement
between the record holder hereof and the corporation, a copy of which
will be mailed to any holder of this certificate without charge within
5 days of receipt by the corporation of a written request therefor."
5. Transfers in Violations of Restrictions. The Company shall not be
required (i) to transfer on its books any shares of Stock of the Company that
shall have been sold or transferred in violation of any of the provisions set
forth in this Agreement or (ii) to treat as owner of such shares or to accord
the right to vote as such owner or to pay dividends to any transferee to whom
such shares shall have been so transferred.
6. Rights as Stockholder. Subject to the provisions of this Agreement,
Award Recipient shall, during the term of this Agreement, exercise all rights
and privileges of a stockholder of the Company with respect to the Stock;
provided that all unvested shares of Stock shall be held by the Company for the
account of the Award Recipient.
7. Withholding.
(a) No later than the date on which any Stock shall have become vested,
the Award Recipient shall pay to the Company, or make arrangements satisfactory
to the Company regarding payment, of any federal, state or local taxes of any
kind required by law to be withheld with respect to any Stock which shall have
become so vested.
(b) The Company shall, to the extent permitted by law, have the right
to deduct from any payment of any kind otherwise due to the Award Recipient any
federal, state or local taxes of any kind required by law to be withheld with
respect to any Stock which shall have become so vested.
8. Section 83(b). If the Award Recipient properly elects (in accordance
with Section 83(b) of the Code) within 30 days after the issuance of the Stock
to include in gross income for federal income tax purposes in the year of
issuance the fair market value of such Stock, the Award Recipient shall pay to
the Company, or make arrangements satisfactory to the Company to pay to the
Company, upon such election, any federal, state or local taxes required to be
withheld with respect to such Stock. If the Award Recipient shall fail to make
such payment, the Company shall, to the extent permitted by law, have the right
to deduct from any payment of any kind otherwise due to the Award Recipient any
federal, state or local taxes of any kind required by law to be withheld with
respect to such Stock, in addition to the rights set forth in paragraph 7,
above. The Award Recipient acknowledges that it is his sole responsibility, and
not the Company's, to file timely and properly the election under Section 83(b)
and any corresponding provisions of state lax laws if he elects to utilize such
election.
9. Miscellaneous.
(a) This Agreement shall inure to the benefit of the successors and
assigns of the Company and be binding upon Award Recipient and his or her spouse
and their respective heirs, executors, administrators, successors and assigns.
(c) This Agreement may only be amended in a writing signed by the
Company and the Award Recipient. No waivers of or exceptions to any term,
condition or provision of this Agreement in any one or more instances shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.
(d) This Agreement shall be governed by, and shall be construed,
enforced and administered in accordance with, the internal laws of the State of
Connecticut, without regard to principles of conflicts or choice of law, except
to the extent that such laws may be superseded by any federal law.
(e) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but both of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
SOUTHERN CONNECTICUT BANCORP, INC.
By: __________________________
Title:__________________________
AWARD RECIPIENT:
__________________________
Name:
