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EXHIBIT 10.2: FORM OF RESTRICTED STOCK AWARD AGREEMENT
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FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR THE KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of ___________, the date the [
______ COMMITTEE] (the "Committee") awarded the Participant restricted stock
award pursuant to the Kentucky First Federal Bancorp 2005 Equity Incentive Plan
(the "2005 Plan"), subject to the terms and conditions of the 2005 Plan and this
Award Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR RESTRICTED STOCK AWARD: _________ shares of Common Stock ("Shares"),
subject to adjustment as may be necessary
pursuant to Article 11 of the 2005 Plan.
2. GRANT DATE: _________
Unless sooner vested in accordance with Section 3 of the Terms and Conditions
(attached hereto) or otherwise in the discretion of the Committee, the
restrictions imposed under Section 2 of the Terms and Conditions will expire as
to the following percentage of the Shares awarded hereunder, on the following
respective dates; provided that Participant is then still employed by or in
service with the Company or any of its subsidiaries:
Percentage of Number of Shares
Shares Vesting Vesting Vesting Date
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
IN WITNESS WHEREOF, Kentucky First Federal Bancorp, acting by and
through the [ _______ COMMITTEE] of the Board of Directors of the Company, has
caused this Award Agreement to be executed as of the Grant Date, set forth
above.
KENTUCKY FIRST FEDERAL BANCORP
By:
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On behalf of the [ ______ ] Committee
ACCEPTED BY PARTICIPANT:
--------------------------------
[Name]
--------------------------------
Date
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TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares underlying your
Restricted Stock Award are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the 2005 Plan.
2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock
Award are subject to the following restrictions ("Restricted Shares")
until they expire or terminate.
(a) Restricted Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered.
(b) If your Participant's employment or service with the Company or
any Affiliate terminates for any reason other than as set forth in
paragraph (b) of Section 3 hereof, then you will forfeit all of
your rights, title and interest in and to the Restricted Shares as
of the date of termination, and the Restricted Shares shall revert
to the Company under the terms of the 2005 Plan.
(c) Restricted Shares are subject to the vesting schedule set forth
on page 1 of this Award Agreement.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following
(the period prior to such expiration being referred to herein as the
"Restricted Period"):
(a) As to the percentages of the Shares specified in the vesting
schedule on page 1 of this Award Agreement, on the respective dates
specified in the vesting schedule on page 1; provided you are then
still employed by or in service of the Company or an Affiliate; or
(b) Upon termination of your employment by reason of death or
Disability; or
(c) Upon a change in control.
4. DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON
PAGE 1), the Shares (and accumulated dividends and earnings, if any)
will be distributed in accordance with your instructions.
5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have
full voting and dividend rights with respect to the Shares during and
after the Restricted Period. If you forfeit any rights you may have
under this Award Agreement in accordance with Section 2, you will no
longer have any rights as a shareholder with respect to the Restricted
Shares or any interest therein and you will no longer be entitled to
receive dividends on such Shares.
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6. CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or
transaction involving the Company (including, without limitation, any
stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of shares), the Committee may adjust
this award to preserve the benefits or potential benefits of this
award. Without limiting the foregoing, in the event of a subdivision of
the outstanding Stock (stock-split), a declaration of a dividend
payable in Stock, or a combination or consolidation of the outstanding
Stock into a lesser number of Shares, the Shares then subject to this
Award Agreement will automatically be adjusted proportionately.
7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
interfere with or limit in any way the right of the Company or any
Affiliate to terminate your employment or service at any time, nor
confer upon a you any right to continue in the employ or service of the
Company or any Affiliate.
8. PAYMENT OF TAXES. You may make an election to be taxed upon your
Restricted Stock Award under Section 83(b) of the Code within 30 days
of the Grant Date. If you do not make an 83(b) Election, upon vesting
of the Restricted Stock Award the Committee is entitled to require as a
condition of delivery: (i) that the you remit an amount sufficient to
satisfy any and all federal, state and local (if any) tax withholding
requirements and employment taxes (I.E., FICA and FUTA), (ii) that the
withholding of such sums come from compensation otherwise due to you or
from Shares due to you under the 2005 Plan, or (iii) any combination of
the foregoing. Any withholding shall comply with Rule 16b-3 or any
amendments or successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE
SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.
9. PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated
into and made a part of this Award Agreement and this Award Agreement
shall be governed by and construed in accordance with the 2005 Plan. In
the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of the
Plan shall be controlling and determinative.
10. SEVERABILITY. If any one or more of the provisions contained in this
Agreement is deemed to be invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included.
11. NOTICE. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
Kentucky First Federal Bancorp
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: [_____ COMMITTEE]
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or any other address designated by the Company in a written notice to
you. Notices to you will be directed to your address as then currently
on file with the Company, or at any other address given by that you
provide in a written notice to the Company.
12. SUCCESSORS. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and
the 2005 Plan.
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