EXHIBIT 4.5
FORM OF RESTRICTED STOCK AWARD AGREEMENT
RESTRICTED STOCK AGREEMENT
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PURSUANT TO THE
MECHANICS SAVINGS BANK
RESTRICTED STOCK PLAN
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FOR OFFICERS AND EMPLOYEES
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of __________ shares of Common Stock of STEELTON BANCORP, INC. (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 Mechanics Savings Bank Restricted Stock Plan
(the "Plan") adopted by the Corporation which is incorporated by reference
herein, receipt of which is hereby acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
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awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be
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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
Corporation as of such date, as follows:
(a) Schedule of Vesting of Awards.
Number Percentage of Total Shares
of Awarded Which Are
Date Shares Non-forfeitable
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Upon Grant 0 0%
As of February 3, 2001................. _____ 20%
As of February 3, 2002................. _____ 40%
As of February 3, 2003................. _____ 60%
As of February 3, 2004................. _____ 80%
As of February 3, 2005................. _____ 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 Corporation may require the person receiving this Award to make any
representation and warranty to the Corporation as may be required by any
applicable law or regulation.
3. Non-transferability of Award. This Award may not be transferred in
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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 Corporation or the 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 Corporation or the Bank and shall be distributed as soon as
practicable thereafter to the Beneficiary as set forth in accordance with the
Plan.
4. Other Restrictions on Award. This Award shall be subject to such
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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 or disability (as determined by the Plan Committee) of
the Participant or upon a change in control of the Corporation or the Bank,
subject to limitations under applicable regulations and policies of the Office
of Thrift Supervision.
Mechanics Savings Bank
Date of Grant: February 3, 2000 By:
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Attest:
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[SEAL]
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