XXXXXX SAVINGS BANK
RECOGNITION AND RETENTION PLAN
FOR OFFICERS AND EMPLOYEES
PLAN SHARE AWARD AGREEMENT
This agreement shall evidence a PLAN SHARE AWARD made on
------------------- between Xxxxxx Savings Bank (the "Bank") and
------------------- ("Recipient"). For purposes of this
Agreement, the defined terms contained herein shall have the same
meanings as those contained in the Xxxxxx Savings Bank
Recognition and Retention Plan for Officers and Employees
("Plan").
Whereas, the purpose of the Xxxxxx Savings Bank Recognition
and Retention Plan is to provide, officers and other key
employees of the Bank an incentive to achieve the long-term
objectives of the Bank by providing such key personnel with a
proprietary interest in the Bank and Xxxxxx Financial, MHC (the
"Company"), the Bank's parent holding company; and
Whereas, the Plan is authorized to purchase up to 104,000
shares of the common stock of the Company ("Common Stock"); and
THEREFORE, to evidence the grant of this Plan Share Award
(the "Award"), and subject to the terms and conditions of the
Plan and this Agreement, the Bank and the Recipient hereby agree
as follows:
1. Grant of Award. The Board of Directors hereby
evidences and confirms the grant to the Recipient on ---- of an
Award to earn --------------- shares of Common Stock.
2. Term of Award. The term of the Award shall be for such
period of until the entire Plan Share Award evidenced hereby has
been earned and distributed or forfeited provided, however, that
such term shall not extend beyond January 25, 2015. Except as
provided in Sections 7 and 8 hereof, the Award may be earned by
the Recipient only while serving as an officer or employee of the
Bank or the Company.
3. Earning of Award. Shares under the Award shall be
earned by the Recipient annually at the rate of ----- percent
(--%) of the aggregate number of shares stated in Section 1
commencing -----------------, provided that the Performance Goal,
as set annually by the Board of Directors, is attained. In the
event that a stated Performance Goal is not attained for a given
twelve month period, Shares covered by the Plan Share Award that
would otherwise be earned on the next anniversary of the date of
grant of the Award will not be considered earned on such date.
However, upon the subsequent attainment of the Performance Goal
during the term of the Plan Share Award, the Committee shall
determine whether any or all Shares awarded to a Recipient which
had not been earned for the previous period(s) due to the failure
to attain the Performance Goal shall vest at the next anniversary
date of the grant. Fractional shares shall be aggregated and
earned on the last anniversary on which the Plan Share Award
vests. In the event the Recipient's service is terminated
other than due to death, Disability, Retirement (as defined in
Section 3.14 of the Plan), termination following a Change in
Control or termination for Cause, prior to the time all shares
subject to the Award have been earned, any shares which have not
yet been earned as of the last day of service shall be forfeited.
In the event the Recipient's service or employment is terminated
due to Cause pursuant to Section 7.01(d) of the Plan prior to the
time all shares subject to the Award have been distributed,
regardless of whether such Plan Shares have been earned, the
Recipient shall forfeit the right to any shares which have not
yet been distributed as of the last day of service with the Bank
or the Company.
4. Distribution of Shares. Except as provided below, as
soon as practicable after shares shall have been earned, the Plan
Trustee shall deliver to the Recipient (or his beneficiary as
determined in Section 6) a certificate or certificates
representing the number of shares of Common Stock with respect to
which the Award was earned in the name of the Recipient or his
beneficiary.
Notwithstanding anything herein to the contrary, the Bank
shall not be obligated to cause to be issued or delivered any
certificate evidencing Common Stock awarded pursuant to the Plan,
unless and until the Bank is advised by its counsel that the
issuance and delivery of such certificates is in compliance with
all applicable laws, regulations and governmental authority and
requirements of any exchange upon which the Common Stock is
traded. The Bank shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) or to take any other affirmative
action in order to cause the issuance and delivery of such
certificates to comply with any such law, regulation or
requirement.
All shares of Common Stock earned pursuant to an Award,
together with any shares representing stock dividends, shall be
distributed in the form of Common Stock. Payments representing
accumulated cash dividends (and earnings thereon) shall be made
in cash or Common Stock.
5. Non-Transferability. This Award may be earned during
the Recipient's lifetime only by the Recipient and paid only to
the Recipient (or to the Recipient's beneficiary as defined in
Section 6). This Award shall not be pledged, hypothecated, sold,
assigned, transferred (except as provided above) or otherwise
encumbered or disposed of purported pledge, hypothecation, sale,
assignment, transfer or other encumbrance or disposition of this
Award contrary to the provisions hereof shall be null and void
and without effect. The levy of any execution, attachment, or
similar process upon this Award shall be null and void and
without effect.
6. Designation of Beneficiary. The Recipient may
designate a person or persons to receive, in the event of death,
any rights that may be available to the Recipient pursuant to the
Plan under this Award. Such designation must be made in writing
and delivered to the Bank and may be revoked by the Recipient in
writing. If the Recipient fails effectively to designate a
beneficiary, then the Recipient's estate will be deemed to be the
beneficiary. The Recipient may designate a beneficiary or
beneficiaries in this Agreement or otherwise in writing to the
person designated in Section 10.
7. Rights in Event of Death. Disability and Retirement.
Notwithstanding the general rule set forth in Section 3, above,
if the Recipient's service as an officer, or other key employee
of the Bank terminates due to death, Disability or Retirement,
all shares subject to this Plan Share Award shall be deemed
earned as of the Recipient's last day of service with the Bank or
a subsidiary or affiliate of the Bank.
8. Rights in the Event of a Change in Control.
Notwithstanding the general rule set forth in Section 3, above,
in the event of the Recipient's termination following a Change in
Control (as defined Recipient's Section 7.01(c) of the Plan), all
shares subject to this Award shall be deemed earned as of the
Recipient's last day of service with the Bank or a subsidiary or
affiliate of the Bank.
9. Treatment of Plan Shares in the Event of Conversion
Transaction. In the event that the Company converts to stock
form in a Conversion Transaction ("Stock Holding Company"), any
Plan Share Awards and rights to Plan Shares shall be exchanged
into shares of Common Stock of the Stock Holding Company,
provided, however, that if for any reason such shares are not to
be exchanged, the Stock Holding Company shall, simultaneously
with the closing of the Conversion Transaction, purchase Plan
Share Awards and rights to Plan Shares for cash equal to the fair
market value of such Awards or Shares. Any exchange of shares or
cash payment for shares shall be subject to applicable federal
and state regulations and, if necessary, subject to the approval
of the appropriate regulatory authorities.
10. Dilution and Other Adjustments. In the event of any
change in the outstanding shares of Common Stock by reason of any
stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination, or exchange of shares or
other similar corporate change, such proportionate and equitable
adjustments to the Award, if any, shall be made to prevent
dilution or enlargement of the rights of the Recipient under this
Agreement.
11. Notice. Any notice required or permitted under this
Award shall be deemed given when delivered in person or when
mailed by registered mail with return receipt requested to the
Bank addressed to Second and Xxxx Xxxxxxx, Xxxxxxxxxx, XX 00000,
ATTN: Chief Executive Officer, and to the Recipient or
beneficiary at the addresses given below or at such address as
the Recipient may subsequently designate in writing to the Bank.
12. Modification and Waiver. Neither this Award nor any
provision hereof can be changed, modified, amended, discharged,
terminated or waived orally or by any course of dealing or
purported course of dealing, but only by an agreement in writing
signed by the Recipient or his legal representative and the Bank.
The waiver of or failure to enforce any breach of this Award
shall not be deemed to be a waiver or acquiescence in any other
breach thereof.
13. Governing Law. This Award shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania, except to the extent pre-empted by federal laws.
14. Withholding. There shall be deducted from each
distribution of cash and/or stock under the Plan an amount of
cash or stock relating to withholding tax imposed by any federal
or state government.
15. Recipient Acknowledgment. The Recipient hereby
acknowledges that all decisions, determinations and
interpretations of the Bank, in respect of the Plan and this
Award shall be final and conclusive.
IN WITNESS WHEREOF, the Bank has caused this Award to be
executed, and said Recipient has hereunto set his hand, the day
and year first above written.
XXXXXX SAVINGS BANK
------------------------------ ------------------------------
Secretary Wm. X. XxXxxxxxxx
------------------------------ ------------------------------
Witness Recipient
Date: ----------------------- ------------------------------
Address
I hereby designate as my Beneficiary under the terms of the
Plan the following person(s) in the designated portions:
------------------------- --------
Name of Beneficiary %
------------------------- --------
Name of Beneficiary %
-------------------------
Relationship to Recipient
-------------------------
Address
Date: ------------------- Signed: ----------------
-------------------------
Witness
