RESTRICTED STOCK AGREEMENT
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PURSUANT TO THE
PEOPLES HOME SAVINGS BANK
1998 RESTRICTED STOCK PLAN
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FOR EMPLOYEES AND OFFICERS
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of _______ shares of Common Stock of PHSB FINANCIAL CORPORATION (the
"COMPANY"), 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 Peoples Home Savings Bank 1998 Restricted
Stock Plan (the "Plan") adopted by Peoples Home Savings Bank ("Bank") 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 non- forfeitable in accordance with the provisions of the Plan, provided
the holder of such Award is an employee, director or director emeritus of the
Bank as of such date, as follows:
(a) Schedule of Vesting of Awards.
Percentage of
Total Shares
Number of Awarded Which Are
Date Shares Non-forfeitable
---- ------ ---------------
As of December 15, 1998.................. ________ 20%
As of December 15, 1999.................. ________ 40%
As of December 15, 2000.................. ________ 60%
As of December 15, 2001.................. ________ 80%
As of December 15, 2002.................. ________ 100%
(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 Bank
may require the person receiving this Award to make any representation and
warranty to the Bank 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 non-forfeitable.
Notwithstanding anything herein or in the Plan to the contrary, all Shares
subject to an Award held by a Participant whose employment or service with the
Bank or the Savings Bank terminates due to death shall be deemed 100% earned and
nonforfeitable as of the Participant's last date of employment or service with
the Bank or the Savings Bank and shall be distributed as soon as practicable
thereafter to the Beneficiary as set forth in accordance with the Plan.
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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. Such Award shall be immediately 100%
vested upon death, disability (as determined by the Plan Committee) or
Retirement after not less than 10 years of employment of the Participant or upon
a change in control of the Company or the Bank.
Peoples Home Savings Bank
Date of Grant: By:
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Attest:
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[SEAL]
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