EXHIBIT 4.2
XXXXXX BANCORP, INC. MANAGEMENT RECOGNITION PLAN
PLAN SHARE AGREEMENT
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NAME OF PARTICIPANT SOCIAL SECURITY NUMBER
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STREET ADDRESS
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CITY STATE ZIP CODE
This Plan Share Agreement is intended to set forth the terms and conditions on
which a Plan Share Award consisting of restricted stock has been granted under
the Xxxxxx Bancorp, Inc. Management Recognition Plan ("Plan"). Set forth below
are the specific terms and conditions applicable to this Plan Share Award.
Attached as Appendix A are the general terms and conditions of this Plan Share
Award.
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Plan Share Award Terms (A) (B) (C)
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Grant Date:
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Class of shares awarded* Common Common Common
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No. of shares awarded*
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Vesting Date*
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* SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS SET FORTH IN APPENDIX A.
By signing where indicated below, Xxxxxx grants this Plan Share Award upon the
terms and conditions specified in this Plan Share Agreement, and the Participant
acknowledges receipt of this Plan Share Agreement, including Appendix A, and
agrees to observe and be bound by the terms and conditions set forth herein.
XXXXXX BANCORP, INC. PARTICIPANT
By:
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NAME: NAME:
TITLE:
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INSTRUCTIONS: This page should be completed by or on behalf of the Committee.
Any blank space intentionally left blank should be crossed out. A Plan Share
Award consists of a number of shares of restricted stock with uniform terms and
conditions. Where Plan Share Awards are granted on the same date with varying
terms and conditions (for example, varying vesting dates), the Plan Share Awards
should be recorded as a series of grants each with its own uniform terms and
conditions.
APPENDIX A
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XXXXXX BANCORP, INC. MANAGEMENT RECOGNITION PLAN
PLAN SHARE AGREEMENT
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GENERAL TERMS AND CONDITIONS
SECTION 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $.01 per share, of Xxxxxx Bancorp, Inc. covered by this Plan Share
Award that are purchased prior to their distribution to you will be held in
trust by the Trustee of the Plan, for your benefit until such time as they are
distributed to you or, if earlier, until you forfeit your rights to the Plan
Shares.
SECTION 2. VESTING. The Plan Shares shall become vested and
available for distribution to the Participant as of the specified vesting
date(s); PROVIDED, HOWEVER, that in the event that a Participant granted Plan
Shares hereunder ceases to be an Employee due to death or Disability prior to a
vesting date, any Plan Shares granted to such Participant that have not
previously become vested shall be deemed vested as of the date of such
Participant"s death or Disability; AND, PROVIDED FURTHER, that the Plan Shares
shall become vested and available for distribution on the effective date of any
Change in Control or Pending Change in Control.
SECTION 3. FORFEITURES. In the event that a Participant ceases
to be an Employee prior to a vesting date for any reason other than a
termination of service following death or Disability, any Plan Shares granted to
such Participant that have not previously become vested shall be forfeited.
Following such a forfeiture, the Participant will have no rights whatsoever with
respect to the Plan Shares forfeited.
SECTION 4. DIVIDENDS. At the time the Plan Shares are paid to
a Participant, any cash dividends declared and paid with respect to Plan Shares
granted hereunder that have not been forfeited, along with any net earnings with
respect thereto, shall be paid to the Participant in cash. In addition, the
Participant shall be granted a number of shares of Common Stock equal to the
stock dividends declared and paid with respect to Plan Shares granted hereunder
that have not been forfeited. No fractional shares shall be distributed.
SECTION 5. VOTING RIGHTS. All shares of Common Stock held by
the trust established for the Management Recognition Plan, whether or not
subject to a Plan Share Award, shall be voted by the Trustee in the same
proportion as the trustee of Xxxxxx"s Employee Stock Ownership Plan ("ESOP")
votes Common Stock held in the ESOP trust, and in the absence of any such
voting, shall be voted in the manner directed by the Board of Directors.
SECTION 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Plan Shares granted hereunder become vested pursuant to
Section 2 of this Agreement, Xxxxxx will issue to the Participant, or his or her
Beneficiary entitled to such Plan Shares, a stock certificate evidencing
ownership of the shares. Any additional shares attributable to stock dividends
paid with respect to the Plan Shares then being distributed pursuant to this
Section 6 shall also be distributed and shall be evidenced by such stock
certificate. No fractional shares shall be distributed.
SECTION 7. REGISTRATION OF SHARES. Xxxxxx"s obligation to
deliver shares pursuant to this Agreement shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant or his or her Beneficiary to whom such shares are
to be delivered, in such form as the Committee shall determine to be necessary
or advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the shares or upon the occurrence of any other event
eliminating the necessity of such representation. Xxxxxx shall not be required
to deliver any shares under the Plan prior to (a) the admission of such shares
to listing on any stock exchange on which shares may then be listed, or (b) the
completion of such registration or other qualification under any state or
federal law, rule or regulation as the Committee shall determine to be necessary
or advisable.
SECTION 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Agreement, nor any action of the Board or Committee with respect to this
Agreement, shall be held or construed to confer upon the Participant any right
to a continuation of employment by Xxxxxx or Xxxxxx Federal Savings Bank. The
Participant may be dismissed or otherwise dealt with as though this Agreement
had not been entered into.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is personally delivered or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Committee:
Xxxxxx Bancorp, Inc.
00 Xxxx 000xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Compensation Committee of Xxxxxx Bancorp, Inc.
(b) If to the Participant, to his or her address as shown in
Xxxxxx"s personnel records.
SECTION 10. NO ASSIGNMENT. Prior to vesting, the Plan Shares
granted hereunder shall not be subject in any manner to anticipation, alienation
or assignment, nor shall such Plan Shares be liable for or subject to debts,
contracts, liabilities, engagements or torts, nor shall they be transferable by
the Participant other than by will or by the laws of descent and distribution.
During the Participant"s lifetime, the Plan Shares shall be distributable only
to the Participant. This Section 10 shall not prohibit the Participant from
designating, in the form attached hereto as Appendix B, a Beneficiary or
Beneficiaries to receive his or her Plan Shares in the event of such
Participant"s death prior to vesting and distribution.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon Xxxxxx and the Participant and their
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed
and enforced in accordance with the laws of the State of New York without giving
effect to the conflict of laws principles thereof, except to the extent that
such laws are preempted by the federal laws of the United States of America.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Participant
and Xxxxxx.
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SECTION 15. PLAN PROVISIONS CONTROL. This Agreement, and the
rights and obligations created hereunder, shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Participant acknowledges receipt of a copy of the Plan.
SECTION 16. LEGAL MATTERS. The Plan Share Award made to the
Participant is a form of contingent compensation that involves publicly traded
securities. As such, there are certain federal, state and local tax and
securities laws that may apply. In particular, the Participant may be liable for
the payment of federal, state and local income taxes with respect to the value
of the Plan Shares granted or distributed to the Participant under the Plan; the
Participant may have to report beneficial ownership of such shares (even while
held by the Trustee) to the appropriate securities regulators; and acceptance of
legal ownership of such shares or subsequent disposition of them may be subject
to limitations under applicable securities laws. The Participant should consult
with, and rely upon, his or her own legal counsel regarding the application of
such laws.
SECTION 17. ACCEPTANCE BY THE PARTICIPANT. By executing this
Agreement and returning a fully executed copy hereof to the Committee at the
address specified in Section 9, the Participant signifies acceptance of the
terms and conditions of this Plan Share Award.
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APPENDIX B
XXXXXX BANCORP, INC. MANAGEMENT RECOGNITION PLAN
BENEFICIARY DESIGNATION
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IMPORTANT INFORMATION AND INSTRUCTIONS
PLEASE READ CAREFULLY
Use this form to designate the Beneficiary(ies) to receive your right to receive
shares of common stock ("Shares") of Xxxxxx Bancorp, Inc. ("Xxxxxx") pursuant to
a Plan Share Award granted to you under the Xxxxxx Bancorp, Inc. Management
Recognition Plan ("Plan") if you should die before receiving a distribution of
such shares. You should give your Beneficiary(ies) a copy of this completed
form.
This Beneficiary Designation should be completed and personally delivered or
mailed by registered or certified mail, return receipt requested, to Xxxxxx
Bancorp, Inc., 00 Xxxx 000xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Human
Resources Department of Xxxxxx Federal Savings Bank. The effective date of the
designations made herein will be the date this Beneficiary Designation is
received by the Human Resources Department of Xxxxxx Federal Savings Bank.
Except as specifically provided to the contrary herein, capitalized terms shall
have the meanings assigned to them under the Plan. This Beneficiary Designation
is subject to all of the terms and conditions of the Plan.
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1. DESIGNATION. [COMPLETE SECTIONS 1(A) AND 1(B). WRITE IN ALL OF THE
INFORMATION REQUESTED. IF NO PERCENTAGE INTERESTS ARE SPECIFIED, EACH
BENEFICIARY IN THE SAME CLASS OF BENEFICIARIES (PRIMARY OR CONTINGENT) WILL
HAVE AN EQUAL INTEREST. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE
INTERESTS OF EACH OF THE REMAINING BENEFICIARIES IN THE SAME CLASS (PRIMARY
OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.]
(a) PRIMARY BENEFICIARY(IES). I hereby name the following person or
persons as my primary Beneficiary(ies) to receive the Shares granted
to me pursuant to my Plan Share Award on ______________ under the
Plan, if I should die before exercising such Shares. I reserve the
right to change or revoke this designation at any time prior to my
death without the consent of any person.
Name and Address Social Security Number Relationship Date of Percentage
Birth Interest
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(b) CONTINGENT BENEFICIARY(IES). I hereby designate the following person
or persons as my contingent Beneficiary(ies) to receive the Shares
described above if all of my primary Beneficiary(ies) designated in
Section 1(a) above should die before me or before such amounts are
distributed. I reserve the right to change or revoke this designation
at any time prior to my death without the consent of any person:
Name and Address Social Security Number Relationship Date of Percentage
Birth Interest
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2. EFFECTIVENESS OF DESIGNATION. I understand that the Beneficiary
designations made on this form shall be effective only if this form is
properly completed and received by the Human Resources Department of Xxxxxx
Federal Savings Bank prior to my death. I also understand that an effective
Beneficiary designation revokes all previous designations and that this
designation is subject to all of the terms and conditions of the Plan.
Signature: Date:
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ADDRESS:
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* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
SENIOR HUMAN RESOURCES OFFICER OF XXXXXX FEDERAL SAVINGS BANK (ON BEHALF OF THE
COMMITTEE)
Received [CHECK ONE]: / / By Hand / / By Mail
By Date of Receipt:
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Authorized Signature
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