EXHIBIT 10.2 FORM OF AWARD AGREEMENTS NEW ENGLAND BANCSHARES, INC. 2006 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT
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EXHIBIT 10.2 FORM OF AWARD AGREEMENTS
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NEW ENGLAND BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT
NAME AND ADDRESS ____________________________
OF PARTICIPANT: ____________________________
____________________________
You have been granted an Incentive Stock Option to purchase shares of
New England Bancshares, Inc. common stock ("Common Stock") at a fixed price (the
"Exercise Price") subject to the terms and conditions of this Award Agreement
and the New England Bancshares, Inc. 2006 Equity Incentive Plan (the "Plan").
NUMBER OF SHARES
SUBJECT TO THE OPTION AWARD: __________ shares of New England
Bancshares, Inc. common stock
DATE OF GRANT: _____________, 200__
EXERCISE PRICE: $_______
TERM OF OPTION: The term of this Incentive Stock
Option shall be 10 years from the
Date of Grant.
VESTING SCHEDULE: Subject to the limitations of this
Stock Option Award Agreement, this
Incentive Stock Option Award shall
vest or become exercisable in
installments according to the
following schedule:
Installment Vesting Date
----------- -------------
_____ shares
_____ shares
_____ shares
_____ shares
_____ shares
Except as provided below, an
installment shall not become
exercisable on the otherwise
applicable vesting date if you
terminate employment prior to such
vesting date.
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ACCELERATION OF VESTING
IN THE EVENT OF A
CHANGE IN CONTROL: All unvested Incentive Stock Options
shall immediately become
exercisable. If your employment is
terminated for reasons other than
Cause within 12 months of a Change
in Control, your options will remain
exercisable until expiration of the
term of the Incentive Stock Option
to exercise such Option. Incentive
Stock Options exercised more than
three (3) months following a
termination of employment in
connection with a Change in Control
will be treated as Non-Statutory
Stock Options for tax purposes.
PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in
cash or Common Stock having a Fair
Market Value on the exercise date
equal to the total Exercise Price,
or any combination of cash or Common
Stock and, if the Committee permits,
you may also conduct a cash-less
exercise with a qualifying
broker-dealer.
EFFECT OF TERMINATION OF
EMPLOYMENT BECAUSE OF:
(A) DEATH OR DISABILITY: In the event you terminate service
due to death or Disability, the
entire unvested portion of your
Incentive Stock Option Award will
immediately vest and the unexercised
portion of your Incentive Stock
Option Award will remain exercisable
for a period of one (1) year
following termination of employment,
or, if sooner, until the expiration
of the term of your Incentive Stock
Option.
(B) TERMINATION FOR
CAUSE: In you are terminated for Cause, all
your rights to this Incentive Stock
Option Award will expire immediately
as of the effective date of your
termination for Cause.
(C) RETIREMENT: As of the effective date of your
Retirement, you will forfeit all
rights to your unvested portion of
this Incentive Stock Option Award.
Your vested portion will remain
exercisable for a period of one (1)
year from your Retirement date or,
if sooner, until the expiration of
the term of the Incentive Stock
Option. All Incentive Stock Options
exercised more than three (3) months
following your Retirement date will
be treated as Non-Statutory Stock
Options for tax purposes.
(D) OTHER REASONS: Unless otherwise determined by the
Committee, you may only exercise
those Incentive Stock Options that
are
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immediately exercisable as of the
date of your termination of service.
You forfeit all rights to any
unvested Incentive Stock Options and
your vested Invested Stock Options
remain exercisable for a period of
three (3) months following your
termination of service, or, if
sooner, until the expiration of the
term of your Incentive Stock Option.
VOTING: You have no rights as a shareholder
with respect to any shares of Common
Stock covered by this Incentive
Stock Option Award until the date of
issuance of a stock certificate for
the Common Stock covered by this
Incentive Stock Option Award
following exercise of the Option.
DISTRIBUTION: Shares of Common Stock subject to
this Incentive Stock Option Award
will be distributed as soon as
practicable upon exercise.
TAX WITHHOLDING:
(A) EXERCISE OF INCENTIVE
STOCK OPTION: There is no regular federal or state
income or employment tax liability
upon the exercise of an Incentive
Stock Option (SEE INCENTIVE STOCK
OPTION HOLDING PERIOD), although the
excess, if any, of the Fair Market
Value of the shares of Common Stock
on the date of exercise over the
Exercise Price will be treated as
income for alternative minimum tax
("AMT") purposes and may subject you
to AMT in the year of exercise.
Please check with your tax advisor.
(B) DISQUALIFYING DISPOSITION:
In the event of a disqualifying
disposition (described below), you
may be required to pay New England
Bancshares, Inc. or its Affiliates
an amount sufficient to satisfy all
federal, state and local tax
withholding.
(C) INCENTIVE STOCK OPTION
HOLDING PERIOD: In order to receive Incentive Stock
Option tax treatment under Section
422 of the Code, you may not dispose
of shares acquired under an
Incentive Stock Option Award (i) for
two (2) years from the Date of Grant
and (ii) for one (1) year after the
date you exercise your Incentive
Stock Option. IN ACCORDANCE WITH THE
PLAN YOU MUST NOTIFY THE COMPANY
WITHIN TEN (10) DAYS OF AN EARLY
DISPOSITION OF COMMON STOCK (I.E., A
"DISQUALIFYING DISPOSITION").
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DESIGNATION OF BENEFICIARY: You may designate a beneficiary, on
a form acceptable to the Committee,
to receive rights under this
Incentive Stock Option Award, in the
event of your death. If a
beneficiary is not designated the
Award will become part of your
estate.
NON-TRANSFERABILITY: This Incentive Stock Option Award
shall not be transferred, assigned,
hypothecated, or disposed of in any
manner by you other than by will or
the laws of intestate succession.
PLAN GOVERNS: Notwithstanding anything in this
Incentive Stock Option Award
Agreement to the contrary, the terms
of this Incentive Stock Option Award
Agreement shall be subject to the
terms and conditions of the Plan, a
copy of which may be obtained from
the Company. This Incentive Stock
Option Award Agreement is subject to
all interpretations, amendments,
rules and regulations promulgated by
the Committee from time to time
pursuant to the Plan. Any
capitalized terms shall have the
meaning given to such terms in the
Plan.
Neither the Plan nor this Award
Agreement create any right on the
part of any individual to continue
in the employment of New England
Bancshares, Inc. or any Affiliate of
New England Bancshares, Inc.
MODIFICATION AND WAIVER: The Committee may amend or modify
this Incentive Stock Option Award
from time to time, prospectively or
retroactively; PROVIDED, HOWEVER,
that no such amendment or
modification will adversely affect
the rights of the Participant under
this Award Agreement without his or
her written consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, in regards to the Plan and/or this
Incentive Stock Option Award Agreement are final and conclusive.
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IN WITNESS WHEREOF, New England Bancshares, Inc. has caused this Award
Agreement to be executed and said Participant has also executed this Award
Agreement as of the ____day of __________, 200__.
NEW ENGLAND BANCSHARES, INC.
By:
-------------------------------------
By:
-------------------------------------
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NEW ENGLAND BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AWARD AGREEMENT
(OUTSIDE DIRECTOR)
NAME AND ADDRESS ____________________________
OF PARTICIPANT: ____________________________
____________________________
You have been granted a Non-Statutory Stock Option to purchase shares
of New England Bancshares, Inc. common stock ("Common Stock") at a fixed price
(the "Exercise Price") subject to the terms and conditions of this Award
Agreement and the New England Bancshares, Inc. 2006 Equity Incentive Plan (the
"Plan").
NUMBER OF SHARES
SUBJECT TO THE OPTION AWARD: _______ shares of New England
Bancshares, Inc. common stock
("Common Stock")
DATE OF GRANT: _______________, 200__
EXERCISE PRICE: $____________
TERM OF OPTION: The term of this Non-Statutory Stock
Option shall be 10 years from the
Date of Grant.
VESTING SCHEDULE: Subject to the limitations of this
Stock Option Award Agreement, this
Non-Statutory Stock Option Award
shall vest or become exercisable in
installments according to the
following schedule:
Installment Vesting Date
----------- -------------
_______ shares
_______ shares
_______ shares
_______ shares
_______ shares
Except as provided below, an
installment shall not become
exercisable on the otherwise
applicable vesting date if you
terminate service prior to such
vesting date.
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ACCELERATION OF VESTING
IN THE EVENT OF A
CHANGE IN CONTROL: All unvested Non-Statutory Stock
Options shall immediately become
exercisable and shall remain
exercisable. If your employment or
service is terminated for reasons
other than Cause within 12 months of
a Change in Control, your options
will remain exercisable until the
expiration of the term of the
Non-Statutory Stock Option to
exercise such Option.
PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in
cash or Common Stock having a Fair
Market Value on the exercise date
equal to the total Exercise Price,
or any combination of cash or Common
Stock and, if the Committee permits,
you may also conduct a cash-less
exercise with a qualifying
broker-dealer.
EFFECT OF TERMINATION OF
SERVICE BECAUSE OF:
(A) DEATH OR DISABILITY: In the event you terminate service
due to death or Disability, the
entire unvested portion of your
Non-Statutory Stock Option Award
will immediately vest and the
unexercised portion of your
Non-Statutory Stock Option Award
will remain exercisable for a period
of one (1) year following
termination of service, or, if
sooner, until the expiration of the
term of your Non-Statutory Stock
Option.
(B) TERMINATION FOR
CAUSE: In you are terminated for Cause,
all your rights to this
Non-Statutory Stock Option Award
will expire immediately as of the
effective date of your termination
for Cause.
(C) RETIREMENT: As of the effective date of your
Retirement, you will forfeit all
rights to your unvested portion of
this Non-Statutory Stock Option
Award. Your vested portion will
remain exercisable for a period of
one (1) year from your Retirement
date or, if sooner, until the
expiration of the term of the
Non-Statutory Stock Option. However,
if following your Retirement you are
immediately engaged by the Company
or the Association as a consultant,
advisor or director emeritus, the
Committee may elect, in its sole
discretion, to permit you to
continue to vest in your
Non-
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Statutory Stock Option in accordance
with the schedule set forth herein.
(D) OTHER REASONS: Unless otherwise determined by the
Committee, you may only exercise
those Non-Statutory Stock Options
that are immediately exercisable as
of the date of your termination of
service. You forfeit all rights to
any unvested Non-Statutory Stock
Options and your vested
Non-Statutory Stock Options remain
exercisable for a period of three
(3) months following your
termination of service, or, if
sooner, until the expiration of the
term of your Non-Statutory Stock
Option.
VOTING: You have no rights as a shareholder
with respect to any shares of Common
Stock covered by this Non-Statutory
Stock Option Award until the date of
issuance of a stock certificate for
the Common Stock covered by this
Non-Statutory Stock Option Award
following exercise of the Option.
DISTRIBUTION: Shares of Common Stock subject to
this Non-Statutory Stock Option
Award will be distributed as soon as
practicable upon exercise.
DESIGNATION OF BENEFICIARY: You may designate a
beneficiary, on a form acceptable to
the Committee, to receive rights
under this Non-Statutory Stock
Option Award, in the event of your
death. If a beneficiary is not
designated the Award will become
part of your estate.
NON-TRANSFERABILITY: This Non-Statutory Stock Option
Award shall not be transferred,
assigned, hypothecated, or disposed
of in any manner by you other than
by will or the laws of intestate
succession. However, you may
petition the Committee to permit
transfer or assignment of this
Non-Statutory Stock Option Award if
such transfer or assignment is, in
the Committee's sole determination,
for valid estate planning purposes
and permitted under the Internal
Revenue Code of 1986, as amended and
the Securities Exchange Act of 1934,
as amended.
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PLAN GOVERNS: Notwithstanding anything in this
Non-Statutory Stock Option Award
Agreement to the contrary, the terms
of this Non-Statutory Stock Option
Award Agreement shall be subject to
the terms and conditions of the
Plan, a copy of which may be
obtained from the Company; and this
Non-Statutory Stock Option Award
Agreement is subject to all
interpretations, amendments, rules
and regulations promulgated by the
Committee from time to time pursuant
to the Plan. Any capitalized terms
shall have the meaning given to such
terms in the Plan.
Neither the Plan nor this Award
Agreement create any right on the
part of any individual to continue
in the service of New England
Bancshares, Inc. or any Affiliate of
New England Bancshares, Inc.
MODIFICATION AND WAIVER: The Committee may amend or modify
this Non-Statutory Stock Option
Award from time to time,
prospectively or retroactively;
PROVIDED, HOWEVER, that no such
amendment or modification will
adversely affect the rights of the
Participant under this Award
Agreement without his or her written
consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, in regards to the Plan and/or this
Non-Statutory Stock Option Award Agreement are final and conclusive.
IN WITNESS WHEREOF, New England Bancshares, Inc. has caused this Award
Agreement to be executed and said Participant has also executed this Award
Agreement as of the ____day of __________, 200__.
NEW ENGLAND BANCSHARES, INC.
By:
-------------------------------------
By:
-------------------------------------
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NEW ENGLAND BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(EMPLOYEES)
NAME AND ADDRESS ____________________________
OF PARTICIPANT: ____________________________
____________________________
You have been granted an award of shares of New England Bancshares,
Inc. common stock ("Common Stock") at no cost to you subject to the terms and
conditions of this Award Agreement and the New England Bancshares, Inc. 2006
Equity Incentive Plan (the "Plan").
NUMBER OF SHARES
SUBJECT TO THE STOCK AWARD: ____________ shares of Common Stock
DATE OF GRANT: _______________, 200_
TERM OF STOCK AWARD
AND VESTING SCHEDULE: Subject to the limitations of this
Stock Award Agreement, this Stock
Award shall vest in installments
according to the following schedule:
Installment Vesting Date
----------- ------------
_______ shares
_______ shares
_______ shares
_______ shares
_______ shares
Except as provided below, an
installment shall not vest on the
otherwise applicable vesting date if
you terminate employment prior to
such vesting date.
ACCELERATION OF VESTING
UPON A CHANGE IN CONTROL: All unvested shares of Common Stock
subject to this Stock Award will
immediately vest upon a Change in
Control.
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EFFECT OF TERMINATION OF
EMPLOYMENT BECAUSE OF:
(A) DEATH OR DISABILITY: In the event you terminate employment
due to death or Disability, the
entire unvested portion of your Stock
Award will immediately vest as of the
date of such termination.
(B) TERMINATION FOR
CAUSE: In the event you are terminated for
Cause, all your rights to this Stock
Award will expire immediately as of
the effective date of your
termination for Cause.
(C) RETIREMENT: As of the effective date of your
Retirement, you will forfeit all
rights to any unvested shares of
Common Stock subject to this Stock
Award, PROVIDED HOWEVER, that if upon
your Retirement you are immediately
engaged by the Company or the
Association as a consultant, advisor
or director emeritus, the Committee
may permit you to continue to vest in
your Stock Award in accordance with
the schedule set forth herein.
(D) OTHER REASONS: Unless otherwise determined by the
Committee, all unvested shares of
Common Stock subject to this Stock
Award are forfeited as of your
termination date and any rights you
have to this Stock Award become null
and void.
DISTRIBUTION: Shares of Common Stock subject to
this Stock Award will be distributed
as soon as practicable upon vesting.
Dividends paid on shares of Common
Stock subject to this Stock Award
will be distributed when determined
by the Committee administering the
Plan.
VOTING: You are entitled to vote all shares
of Common Stock subject to this Stock
Award, regardless of vesting.
TAX WITHHOLDING: Upon payment of a Stock Award, the
Committee is entitled to require as a
condition of delivery (i) that you
remit an amount sufficient to satisfy
all federal, state and local tax
withholding requirements related
thereto, (ii) that the withholding of
such sums come from compensation
otherwise due to you or from shares
of Common Stock due to you under the
Plan, or (iii) any combination of the
foregoing. Any withholding shall
comply with Rule 16b-3 or any
amendments or successive rule.
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DESIGNATION OF BENEFICIARY: You may designate a beneficiary on a
form acceptable to the Committee, to
receive rights under this Stock
Award Agreement, in the event of
your death. If a beneficiary is not
designated, the Award will become
part of your estate.
PLAN GOVERNS: Notwithstanding anything in this
Stock Award Agreement to the
contrary, the terms of this Stock
Award shall be subject to the terms
and conditions of the Plan, a copy
of which you may obtain from the
Company. This Stock Award Agreement
is subject to all interpretations,
amendments, rule and regulations
promulgated by the Committee from
time to time pursuant to the Plan.
Any capitalized terms shall have the
meaning given to such terms in the
Plan.
Neither the Plan nor this Stock
Award Agreement create any right on
the part of any individual to
continue in the employ of New
England Bancshares, Inc. or any
Affiliates of New England
Bancshares, Inc.
NON-TRANSFERABILITY: You shall not sell, transfer,
assign, pledge or otherwise encumber
shares subject to this Stock Award
until full vesting of such shares
has occurred.
Unless determined otherwise by the
Committee and except in the event of
your death or pursuant to a domestic
relations order, this Stock Award is
not transferable and may only be
earned by you in your lifetime. Upon
your death, this Stock Award is
transferable by will or the laws of
descent and distribution.
MODIFICATION AND AMENDMENT: The Committee may amend or modify
this Stock Award from time to time,
prospectively or retroactively;
PROVIDED, HOWEVER, that no such
amendment or modification will
adversely affect your rights under
this Award without your written
consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, with respect to the Plan and/or this Stock
Award Agreement are final and conclusive.
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IN WITNESS WHEREOF, New England Bancshares, Inc. has caused this Award
Agreement to be executed, and said Participant has also executed this Award
Agreement as of the ____ day of ________________, 200_.
NEW ENGLAND BANCSHARES, INC.
By:
-------------------------------------
By:
-------------------------------------
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NEW ENGLAND BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
(OUTSIDE DIRECTORS)
NAME AND ADDRESS ____________________________
OF PARTICIPANT: ____________________________
____________________________
You have been granted an award of shares of New England Bancshares,
Inc. common stock ("Common Stock") at no cost to you subject to the terms and
conditions of this Award Agreement and the New England Bancshares, Inc. 2006
Equity Incentive Plan (the "Plan").
NUMBER OF SHARES
SUBJECT TO THE STOCK AWARD: ____________shares of Common Stock
DATE OF GRANT: ____________, 200_
TERM OF STOCK AWARD
AND VESTING SCHEDULE: Subject to the limitations of this
Stock Award Agreement, this Stock
Award shall vest in installments
according to the following schedule:
Installment Vesting Date
----------- ------------
_______ shares
_______ shares
_______ shares
_______ shares
_______ shares
Except as provided below, an
installment shall not vest on the
otherwise applicable vesting date if
you terminate service prior to such
vesting date.
ACCELERATION OF VESTING
UPON A CHANGE IN CONTROL: All unvested shares of Common Stock
subject to this Stock Award will
immediately vest upon a Change in
Control.
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EFFECT OF TERMINATION OF
SERVICE BECAUSE OF:
(A) DEATH OR DISABILITY: In the event you terminate service
due to death or Disability, the
entire unvested portion of your
Stock Award will immediately vest as
of the date of such termination.
(B) TERMINATION FOR
CAUSE: In the event you are terminated for
Cause, all your rights to this Stock
Award will expire immediately as of
the effective date of your
termination for Cause.
(C) RETIREMENT: As of the effective date of your
Retirement, you will forfeit all
rights to any unvested shares of
Common Stock subject to this Stock
Award, PROVIDED HOWEVER, that if
upon your Retirement you are
immediately engaged by the Company
or the Association as a consultant,
advisor or director emeritus, the
Committee may elect, in its sole
discretion, to permit you to
continue to vest in your Stock Award
in accordance with the schedule set
forth herein.
(D) OTHER REASONS: Unless otherwise determined by the
Committee, all unvested shares of
Common Stock subject to this Stock
Award are forfeited as of your
termination date and any rights you
have to this Stock Award become null
and void.
DISTRIBUTION: Shares of Common Stock subject to
this Stock Award will be distributed
as soon as practicable upon vesting.
Dividends paid on shares of Common
Stock subject to this Stock Award
will be distributed when the
Committee administering the Plan.
VOTING: You are entitled to vote all shares
of Common Stock subject to this
Stock Award, regardless of vesting.
DESIGNATION OF BENEFICIARY: You may designate a beneficiary on a
form acceptable to the Committee, to
receive rights under this Stock
Award Agreement, in the event of
your death. If a beneficiary is not
designated, the Award will become
part of your estate.
PLAN GOVERNS: Notwithstanding anything in this
Stock Award Agreement to the
contrary, the terms of this Stock
Award shall be subject to the terms
and conditions of the Plan, a copy
of which you may obtain from the
Company. This Stock Award Agreement
is
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subject to all interpretations,
amendments, rule and regulations
promulgated by the Committee from
time to time pursuant to the Plan.
Any capitalized terms shall have the
meaning given to such terms in the
Plan.
Neither the Plan nor this Stock
Award Agreement create any right on
the part of any individual to
continue in the service of New
England Bancshares, Inc. or any
Affiliates of New England
Bancshares, Inc.
NON-TRANSFERABILITY: You shall not sell, transfer,
assign, pledge or otherwise encumber
shares subject to this Stock Award
until full vesting of such shares
has occurred.
Unless determined otherwise by the
Committee and except in the event of
your death or pursuant to a domestic
relations order, this Stock Award is
not transferable and may only be
earned by you in your lifetime. Upon
your death, this Stock Award is
transferable by will or the laws of
descent and distribution.
MODIFICATION AND AMENDMENT: The Committee may amend or modify
this Stock Award from time to time,
prospectively or retroactively;
PROVIDED, HOWEVER, that no such
amendment or modification will
adversely affect your rights under
this Award without your written
consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, with respect to the Plan and/or this Stock
Award Agreement are final and conclusive.
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IN WITNESS WHEREOF, New England Bancshares, Inc. has caused this Award
Agreement to be executed, and said Participant has also executed this Award
Agreement as of the ____ day of ________________, 200_.
NEW ENGLAND BANCSHARES, INC.
By:
-------------------------------------
By:
-------------------------------------