Exhibit 10.10
PEOPLE’S UNITED FINANCIAL,
INC.
2008 LONG-TERM INCENTIVE
PLAN
§1. Purpose
. The purpose of the Plan is to
promote the mutual interests of the Company and its shareholders by
enabling key employees of the Company or of any Subsidiary of the
Company, to participate in the Company’s future growth. The
Plan is designed to give those employees upon whose judgment,
initiative and efforts the successful conduct of the
Company’s business depends, additional incentives to perform
in a superior manner. The Plan also provides a means through which
the Company can attract, motivate and retain people of experience
and ability as employees.
§2. Definitions
. For purposes of the Plan, the
following terms shall have the meanings set forth below:
“Award” means a grant of
any Non-Statutory Stock Option, Incentive Stock Option, Stock
Appreciation Right, Restricted Stock Award, Performance Unit Award,
or any combination of the foregoing, under the provisions of the
Plan.
“Board” means the Board
of Directors of the Company.
“Change of Control” has
the meaning set forth in Section 12(a) hereof.
“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.
“Committee” means the
Compensation and Nominating Committee referred to in Section 3
hereof.
“Company” means
People’s United Financial, Inc. and any successor
thereto.
“Disability” (and terms
substantially equivalent thereto) means permanent and total
disability as determined under procedures established by the
Committee for purposes of the Plan.
“employment with the
Company” (and terms substantially equivalent thereto) means a
subsisting employer-employee relationship between the Company and
the employee and includes employment with any Subsidiary .
Employment shall be deemed to cease, for purposes of the Plan, at
such time as (a) the employee is no longer actively performing
or no longer remains obligated to perform services for the Company
in
exchange for which the Company (or
related employer) is obligated to pay compensation to such employee
in the form of wages, or (b) in the case of an employee who is
on leave for any reason whatsoever, on the termination date
specified by the Company (or related employer) in a written
communication advising the employee that his or her employment is
being terminated. An employee shall be treated as remaining
obligated to perform services for the Company within the meaning of
subsection (a) for the duration of any scheduled time off
which has been approved by the employee’s manager and for
which the employee is entitled to compensation pursuant to the
Company’s paid time off policy (as the same may be amended
from time to time).
“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and
any successor statute thereto.
“Fair Market Value”
means as of a particular date:
(i) if the Stock is not then listed
or admitted to trading on a national securities exchange (as that
term is used in Section 6 of the Exchange Act), and prices of
trades in Stock are regularly reported by NASDAQ, the mean between
the high and low selling prices for Stock on such date as reported
by NASDAQ, or, if no high or low selling prices for Stock are
reported by NASDAQ for such date, then the mean between the high
and low selling prices for Stock reported by NASDAQ for the most
recent day in respect of which both high and low selling prices are
so reported; or
(ii) if the Stock is then listed or
admitted to trading on one or more national securities exchanges,
the mean between the high and low selling prices at which Stock is
traded on the principal securities exchange on which the Stock is
traded on such date or, if Stock is not traded on such exchange on
that date, the mean between the high and low selling prices at
which Stock was traded on such exchange on the most recent day on
which Stock was so traded; or
(iii) if neither (i) nor
(ii) is applicable, such amount as the Committee shall
determine on the basis of such factors as it deems
relevant.
“FDIC” means the Federal
Deposit Insurance Corporation or any successor agency
thereto.
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“Incentive Stock Option”
means any Stock Option intended to be and designated as an
“incentive stock option” within the meaning of
Section 422 of the Code.
“NASDAQ” means the
NASDAQ Stock Market, or any successor thereto.
“Non-Employee Director”
means a person who is a “Non-Employee Director” within
the meaning of Rule 16b-3(b)(3) of the Exchange Act, or any
successor definition adopted by the SEC, and an “outside
director” for purposes of Section 162(m)(4) of the Code
or any successor definition adopted by the Internal Revenue
Service.
“Non-Statutory Stock
Option” means any Stock Option that is not an Incentive Stock
Option.
“Option Agreement” or
“Stock Option Agreement” means the written agreement
between the Company and a Participant confirming the Stock Option
and setting forth the terms and conditions upon which it may be
exercised, as described in Section 7(b) hereof.
“Option Price” means the
price per share of Stock to be paid for the shares of Stock being
purchased pursuant to an Option Agreement.
“Participant” means an
eligible employee (as described in Section 5 hereof) who
accepts an Award for a Stock Option, a Stock Appreciation Right,
Restricted Stock, Performance Units, or any one or more of the
foregoing (as described in Sections 7, 8, 9 and 10
hereof).
“Performance Goals”
means the objective criteria established by the Committee from time
to time in accordance with Section 11 hereof and upon which
the performance of a Participant during a Performance Period is to
be measured for purposes of determining the extent to which an
Award has been earned.
“Performance Period”
means the measuring period for determining whether Awards have been
earned.
“Performance Unit
Agreement” means the written agreement between the Company
and a Participant confirming the Performance Unit Award and setting
forth the terms and conditions of such Award.
“Performance Unit Award”
means an Award under Section 10 hereof.
“Plan” means the
People’s United Financial, Inc. 2008 Long-Term Incentive
Plan, as set forth herein and as hereinafter amended from time to
time.
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“Restricted Stock
Agreement” means the written agreement between the Company
and a Participant confirming the Restricted Stock Award and setting
forth the terms and conditions of such restrictions.
“Restricted Stock” means
an Award under Section 9 hereof.
“Restriction Period”
means the period determined by the Committee during which
restrictions shall be applicable to Restricted Stock.
“Retirement” (and terms
substantially equivalent thereto) means the termination of an
employee’s employment at or after age 65.
“SAR Agreement” means
the written agreement between the Company and a Participant
confirming the grant of Stock Appreciation Rights not granted in
connection with Stock Options, and setting forth the terms and
conditions upon which it may be exercised, as described in
Section 8(b) hereof.
“SEC” means the
Securities and Exchange Commission or any successor agency
thereto.
“Stock” means the Common
Stock of the Company, par value $0.01 per share.
“Stock Appreciation
Right” means a right granted under Section 8
hereof.
“Stock Option” or
“Option” means an option granted under Section 7
hereof.
“Subsidiary” means any
corporation or other legal entity in which the Company owns,
directly or indirectly through one or more other Subsidiaries, at
least 50% of the total combined voting power of all classes of
stock or other equity interests.
“termination for Cause”
(and terms substantially equivalent thereto) means a termination of
employment by reason of an employee’s act of dishonesty,
moral turpitude, insubordination, or an intentional or grossly
negligent act detrimental to the interests of the Company, or of
any Subsidiary.
§3.
Administration . The Plan
shall be administered by the Committee or such other committee of
the Board that is designated and empowered to perform the functions
of the Committee, and in either case, composed of not fewer than
two Non-Employee Directors of the Company. In particular, the
Committee shall have the authority, subject to the terms of the
Plan, to select the officers and other key employees to whom Awards
may from time to time be
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granted, to determine whether and to what extent
Incentive Stock Options, Non-Statutory Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, or Performance Unit
Awards, or any combination thereof are to be granted, and to
determine the terms and conditions of all such grants. The
Committee shall supervise and administer the Plan and shall have
plenary powers and authority to adopt, amend and rescind such rules
and regulations and establish such procedures as it deems
appropriate for the administration of the Plan and the Awards,
including rules with respect to limiting the use of shares of
Common Stock of the Company in full or part payment of the Option
Price of Stock Options and in full or part payment of any
applicable withholding taxes, and generally to conduct and
administer the Plan and to make all determinations in connection
therewith as may be necessary or advisable. Any questions of
interpretation of the Plan, any Awards issued under it, or any such
rules and regulations, shall be determined by the Committee, and
such determinations shall be binding and conclusive for all
purposes and upon all persons. The Committee may delegate some or
all of its authority under the Plan as the Committee deems
appropriate; provided, however, that no such delegation may be made
that would (i) cause Awards under the Plan to cease to be
exempt from Section 16(b) of the Exchange Act or
(ii) cause any Award to cease to qualify for exemption from
the deduction limitations under Section 162(m) of the
Code.
§4. Types of
Awards . The Committee
shall have full and complete authority, in its discretion, subject
to the provisions of the Plan, to grant Awards consisting of any
one or a combination of Incentive Stock Options (as provided in
Section 7 hereof); Non-Statutory Stock Options (as provided in
Section 7 hereof); Stock Appreciation Rights (as provided in
Section 8 hereof); Restricted Stock (as provided in
Section 9 hereof); and Performance Units (as provided in
Section 10 hereof).
§5. Eligibility
. Officers and other key employees
of the Company and any Subsidiaries (but excluding members of the
Committee and any person who serves only as a director of the
Company and/or any one more of its Subsidiaries) are eligible to be
granted Awards under the Plan. The employees who shall receive
Awards under the Plan shall be selected from time to time by the
Committee in its sole discretion, from among those eligible, and
the Committee shall
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determine, in its sole discretion, the size and
form of each Award to be granted to each such employee
selected.
§6. Stock Subject to
Plan . The total number
of shares of Stock reserved and available for distribution pursuant
to Awards under the Plan, subject to adjustment as provided in
Section 13 hereof, shall be ten million
(10,000,000) shares. Subject to the foregoing and to
adjustment as provided in Section 13 hereof, the maximum
aggregate number of shares of Stock that may be issued pursuant to
awards of Restricted Stock and/or issued in payment of the value of
Performance Units shall be four million (4,000,000). Shares
reserved and available for distribution pursuant to Awards under
the Plan may consist, in whole or in part, of authorized and
unissued shares or issued shares reacquired by the Company and
currently or hereafter held as treasury shares, as the Committee
may from time to time determine. Shares attributable to any Award
made under the Plan in the form of a Stock Option or Restricted
Stock shall be unavailable for future grants so long as the Award
remains outstanding, or following the exercise or deemed exercise
of any Award made in the form of a Stock Option or the vesting of
any Award made in the form of Restricted Stock, to the extent of
such exercise, deemed exercise, or vesting (as the case may be). If
any Award made in the form of a Stock Option remains unexercised in
whole or in part at the expiration thereof or is terminated
unexercised in whole or in part, or if any Award made in the form
of Restricted Stock is forfeited in whole or in part prior to the
vesting of such Award, then in each case the shares attributable to
such Award shall be available for future grants under the Plan to
the extent such Award was not exercised or was forfeited (as the
case may be). Notwithstanding the foregoing, if a Stock
Appreciation Right granted in conjunction with a Stock Option is
exercised, such Stock Option shall be deemed to have been exercised
for purposes of determining whether the shares attributable to such
Stock Option shall be available for future grants under the Plan.
The maximum number of shares that may be made the subject of all
Awards to any Participant in any calendar year, whether in the form
of Stock Options, Stock Appreciation Rights, Restricted Stock, or
any combination thereof, is two million five hundred thousand
(2,500,000), subject to adjustment as provided in Section 13
hereof.
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§7. Stock Options
. The Committee may, from time to
time, grant Stock Options, alone or in addition to other Awards
granted under the Plan. The two types of Stock Options that may be
granted are Incentive Stock Options and Non-Statutory Stock
Options, which may be granted by the Committee to eligible
employees (as described in Section 5 hereof) severally or
together (in each case, with or without Stock Appreciation Rights).
If any Stock Option does not qualify as an Incentive Stock Option,
it shall constitute a Non-Statutory Stock Option as provided in
this Section 7. Stock Options granted under the Plan shall be
subject to the following terms and conditions, and may contain such
additional terms and conditions as the Committee shall deem
desirable.
(a) Grant Date . The grant of
a Stock Option shall occur on the date the Committee, by
resolution, (i) selects an eligible employee as grantee,
(ii) determines the number of Stock Options granted to such
employee, and (iii) specifies the terms and conditions of the
Option Agreement. In no event may the Committee grant a Stock
Option later than 10 years after the earlier of (x) the
initial date of adoption of the Plan, and (y) the date the
Plan is initially approved by the shareholders of the
Company.
(b) Option Agreement . Each
Stock Option shall be evidenced by an Option Agreement, and the
terms and provisions of each Option Agreement may differ. Each
Option Agreement shall indicate on its face whether it is an
agreement for Incentive Stock Options or Non-Statutory Stock
Options. If Stock Appreciation Rights are granted in connection
with the grant of Stock Options, the Option Agreement shall also
evidence the grant of the related Stock Appreciation
Rights.
(c) Interpretation .
Notwithstanding any terms of the Plan to the contrary, no term of
the Plan relating to Incentive Stock Options shall be interpreted,
amended or altered to disqualify the Plan under Section 422 of
the Code.
(d) Price . The Option Price
for each share of Stock purchasable under a Stock Option shall be
an amount equal to the Fair Market Value of each share of the Stock
on the date of grant, or such higher price as the Committee shall
determine on or prior to such date; however, the Option Price per
share of Stock to an eligible employee who owns Stock possessing
more than 10% of the total combined voting power of all classes of
stock of the Company shall be an amount not less than 110% of the
Fair Market Value of
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the Stock on the date the Incentive
Stock Option is granted. Except as provided in Section 13,
without the affirmative vote of holders of a majority of the Stock
cast in person or by proxy at a meeting of shareholders of the
Company at which a quorum representing a majority of all
outstanding Stock is present or represented by proxy, neither the
Committee nor the Board shall approve a program providing for
either (a) the cancellation of outstanding Stock Options and
the grant in substitution therefor of any new awards, including
specifically any new Stock Options having a lower Option Price, or
(b) the amendment of outstanding Stock Options to reduce the
Option Price thereof.
(e) Term . The term of each
Stock Option shall be fixed by the Committee, but no Stock Option
(whether an Incentive Stock Option or a Non-Statutory Stock Option)
shall be exercisable more than 10 years after the date the Stock
Option is granted; however, no Incentive Stock Option granted to an
eligible employee who owns Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company
shall be exercisable more than 5 years after the date the Stock
Option is granted.
(f) Exercisability . Stock
Options shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee;
provided, however, that except as provided in Sections 7(i), 12,
13, 14 and 16 hereof and unless otherwise determined by the
Committee, no Stock Option shall be exercisable prior to the first
anniversary date of the date of grant of such Stock Option. If the
Committee provides that any Stock Option is exercisable only in
installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as
the Committee may determine.
(g) Method of Exercise .
Subject to the provisions of this Section 7, Stock Options may
be exercised, in whole or in part, at any time during the Option
term by the Participant’s giving written notice of exercise
to the Company specifying the number of shares to be purchased. If
a Participant wishes to exercise an Incentive Stock Option or to
sell shares of Stock acquired upon the exercise of an Incentive
Stock Option in a manner or within a time period that would make
the Incentive Stock Option a Non-Statutory Stock Option, the
Participant shall specifically notify the Company of that fact in
such notice or when such transaction occurs. Such notice shall be
accompanied by payment in
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full of the Option Price by cash,
certified or bank check, or such other form of payment as may be
lawful consideration for capital stock and as the Company may
accept. With the consent of the Committee, payment in full or in
part may also be made in the form of Stock already owned by the
Participant or Restricted Stock (based on the Fair Market Value of
such Stock on the date the Stock Option is exercised), the share
certificates for which shall be endorsed in blank or accompanied by
duly executed stock powers with signatures guaranteed by a
broker-dealer firm that is a member of a national securities
exchange or a commercial bank or trust company (unless such
signature guaranty is waived by the Company). The Committee may
determine whether any restrictions shall be applicable to any
shares received if payment of the Option Price for a Stock Option
is made, in whole or in part, in the form of Restricted Stock, and,
if any restrictions are so imposed, the terms of such restrictions.
With the consent of the Committee, a Participant may elect to pay
the exercise price for a Stock Option by authorizing a broker to
sell shares of Stock (or a sufficient portion of the shares of
Stock) acquired by the Participant upon exercise of the Option and
to remit to the Company a sufficient portion of the sale proceeds
to pay the exercise price for the Stock Option and satisfy all tax
withholding obligations resulting from such exercise. The Company
shall have the authority to delay the issuance of any shares of
Stock pursuant to the exercise of Stock Options until full payment
therefor has been made, which includes the satisfaction of any
withholding tax obligations related thereto.
(h) Transferability,
Assignability . Except as otherwise provided by the Committee,
Stock Options shall not be transferable by the Participant other
than by will or by the laws of descent and distribution, and shall
be exercisable during the Participant’s lifetime only by the
Participant for his or her individual account; or, in the event of
his or her legal incapacity, by his or her legal representative;
or, in the event of his or her Disability, by the Participant or
his or her legal representative (as the case may be).
(i) Incentive Stock Option
Limitations . To the extent required for “incentive stock
option” status under Section 422 of the Code, the
Committee is authorized to limit the aggregate Fair Market Value of
the Stock (determined as of the date of grant) with respect to
which Incentive Stock Options are exercisable for the first time by
a Participant
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during any calendar year under the
Plan and any other stock option plan of any subsidiary or parent
corporation (within the meaning of Section 424 of the Code).
The Committee is authorized to provide at grant that, to the extent
permitted under Section 422 of the Code, if an
employee’s employment with the Company is terminated by
reason of death, Disability or Retirement and the portion of any
Incentive Stock Option that is otherwise exercisable during the
post-termination period specified in Section 14 hereof applied
without regard to this Section 7, is greater than the portion
of such Option that is exercisable as an “incentive stock
option” during such post-termination period under
Section&n
