Restricted Stock Award Agreement
EXHIBIT 10.4
Granted by
XXXXXX BANCORP, INC.
under the
XXXXXX BANCORP, INC.
2014 EQUITY INCENTIVE PLAN
This restricted stock award agreement (“Restricted Stock Award” or “Agreement”)
is subject to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Xxxxxx Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a
part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”)
hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the
Plan (“Committee”) or the Company's Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except
where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.
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1.
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Name/Title of Participant:______________________
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2.
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Date of Grant:___________________________
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3.
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Number of shares of Company common stock, $0.01 par value per share, covered by the Restricted
Stock Award:________
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(subject to adjustment pursuant to
Section 8 hereof).
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award vests as set forth below:
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Shares Vesting Date
5. Grant of
Restricted Stock Award.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and
held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the
foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The
Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.
| 6. |
Terms and Conditions.
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| 6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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| 6.2 |
Dividends on shares of Restricted Stock, if any, will be retained in the Plan until the Restricted Stock on which such dividend is paid vests and such dividend (and earnings thereon, if any) will be distributed
within two and one-half months of such vesting date.
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| 7. |
Delivery of Shares.
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Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act, to the extent applicable),
and the applicable requirements of any securities exchange or similar entity.
| 8. |
Adjustment Provisions.
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This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence
of the events specified in, and in accordance with the provisions of, Section 3.3 of the Plan.
9. Effect of Termination of Service on Vesting of
Restricted Stock Award.
9.1 Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not
immediately vested, at the date of Termination of Service.
9.2 Disability. In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested,
at the date of Termination of Service.
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9.3 Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire
and be forfeited. “Retirement” shall have the meaning set forth in Section 8.1(ee) of the Plan.
9.4 Change in Control. In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards held by the Participant will expire and be forfeited.
9.5 Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will
expire and be forfeited.
9.6 Other Termination. If a Participant terminates Service for any reason other than due to death or Disability or for Cause, all shares of
Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
10. Miscellaneous.
| 10.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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| 10.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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| 10.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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| 10.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the United States and the State of New York.
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| 10.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof. This Agreement and the Restricted Stock Awards granted hereunder are
subject to rules and regulations of the Federal Deposit Insurance Corporation at 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
XXXXXX BANCORP, INC.
By:________________________
Its:________________________
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2014
Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2014 Equity Incentive Plan.
PARTICIPANT
_______________________
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