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Exhibit 10.20
THIRD AMENDED AND RESTATED
PEOPLE’S BANK
DIRECTORS’ EQUITY COMPENSATION PLAN
ARTICLE 1
Purposes and Definitions
1.1 Purposes. The purposes of the Plan are (a) to assist
the Bank in attracting and retaining qualified individuals to serve
as Directors and (b) to more closely align the interests of
Directors with the interests of the Bank’s stockholders.
1.2 Definitions. Whenever used in the Plan, the following
terms shall have the meaning set forth or referenced below:
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(a)
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"Award" has the meaning set forth in
Section 2.2 hereof.
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(b)
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"Bank" means People’s Bank, a Connecticut
state-chartered capital stock savings bank, and any successor
thereto.
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(c)
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"Beneficiary" means any person (including
corporations, unincorporated associations or trusts) entitled to
receive certificates representing Compensation Shares pursuant to
any provision of this Plan as a result of a Participant’s
death.
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(d)
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"Board" means the board of directors of the
Bank.
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(e)
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"Business Day" means any day other than a
Saturday, Sunday or legal holiday.
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(f)
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"Change in Control" means a Change in Control as
defined in Section 3.1(d)(ii).
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(g)
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"Committee" means the Human Resources Committee
of the Board or any successor committee of the Board.
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(h)
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"Compensation Shares" means shares of Stock
issued to a Participant pursuant to this Plan and, where
appropriate, includes any securities distributable to the
Participant by reason of his or her ownership of Compensation
Shares; provided that any such securities shall, for purposes of
Section 3.1, be treated as if they had been issued at the time
the Compensation Shares giving rise to such distribution were first
issued (or are deemed to have been issued) to the
Participant.
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(i)
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"Director" means any individual serving on the
Board who is not an employee of the Bank, its Parent or any
Subsidiary, but does not include an honorary, advisory or emeritus
director.
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(j)
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"Effective Date" means March 1,
2000.
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(k)
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"Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time, and any successor statute
thereto.
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(l)
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"Fair Market Value" means as of a particular
date:
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(i)
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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 the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), the mean between the
high and low selling prices for Stock on such date as reported by
NASDAQ or, in the event no high and low selling prices for Stock
are reported by NASDAQ for such date, then the mean between the
high and low selling prices reported by NASDAQ for the most recent
day for which both high and low selling prices are so reported;
or
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(ii)
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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 so traded
on such date or, if Stock is not so traded on such 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
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(iii)
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if neither (i) nor (ii) is applicable,
such amount as the Committee shall determine on the basis of such
factors as it deems relevant.
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(m)
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"Interim Award" has the meaning set forth in
Section 6.3 hereof.
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(n)
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"Parent" means People’s Mutual Holdings, a
Connecticut state-chartered mutual holding company.
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(o)
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"Participant" means a Director who is a
participant in the Plan.
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(p)
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"Plan" means (1) the People’s Bank
Directors’ Equity Compensation Plan (as the same may have
been previously amended and restated) as in effect prior to the
Restatement Effective Date, or (2) the Third Amended and
Restated People’s Bank Directors’ Equity Compensation
Plan as set forth herein (as it may be amended from time to time),
or both, as the context may require.
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(q)
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"Plan Year" means the calendar year.
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(r)
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"Restatement Effective Date" means April 20,
2006.
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(s)
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"Stock" means the common stock of the Bank,
without par value, or in the case of a consolidation or merger of
the Bank with or into any other corporation, such equity securities
for which shares of common stock of the Bank shall have been
exchanged.
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(t)
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"Subsidiary" means any corporation in which the
Bank or its Parent owns, directly or indirectly through one or more
other Subsidiaries, at least 50% of the total combined voting power
of all classes of stock.
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2
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(u)
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"Tax Election" means the written election filed
at the option of a Director with the Internal Revenue Service, as
described in Section 2.3.
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ARTICLE 2
Participation in the Plan
2.1 Eligibility All Directors shall be Participants in the
Plan.
2.2 Annual Grants. Immediately following each annual
meeting of the Bank’s stockholders, each Director shall
receive a number of Compensation Shares (an "Award") determined by
(a) dividing $95,000 by the Fair Market Value of a share of
Stock on the last business day immediately prior to the date the
Award is made, and (b) rounding the result so obtained to the
next-higher whole share.
2.3 Optional Tax Election . Each Director receiving an
Award of Compensation Shares for a particular Plan Year may, at his
or her option, execute an election pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended, to include in his
or her taxable income for such Plan Year the value (as of the Award
date) of the shares so awarded. The Tax Election, a form of which
is attached as Exhibit B, must be filed with the Internal Revenue
Service in accordance with applicable regulations as in effect from
time to time.
2.4 Shares Reserved. The total number of shares of Stock
reserved and available for issuance pursuant to this Plan shall be
Four Hundred Twenty-Five Thousand (425,000) shares, subject to
adjustment pursuant to Section 2.7.
2.5 Method of Issuance. Compensation Shares awarded to a
Participant shall be represented by one or more certificates
registered in the name of the Participant. Certificates
representing Compensation Shares shall be held in custody by the
Bank until delivered in accordance with Section 3.1.
2.6 Holding Period. A Participant shall not sell,
transfer, assign or pledge any Compensation Shares until such time
as certificates representing such shares are delivered to him or
her in accordance with Section 3.1.
2.7 Adjustments. The total number of shares of Stock
reserved for issuance under the Plan shall be adjusted to reflect
any stock split, stock dividend, recapitalization, merger,
consolidation, corporate reorganization, combination, exchange of
shares of Stock or other similar events affecting the Stock.
ARTICLE 3
Distributions
3.1 Distributions.
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giving rise to the issuance of the Compensation
Shares (or, if not a Business Day, the first Business Day following
such anniversary) or (Y) the first Business Day of the month
following the month in which such Participant’s service as a
Director ceases. Notwithstanding the foregoing, the Committee may,
in its discretion, determine to defer delivery of certificates
representing Compensation Shares to a former Director until such
former Director ceases to receive compensation (other than pursuant
to this Plan or any other retirement or deferred compensation plan)
for service in any capacity to the Bank, the Parent or any
Subsidiary, provided however that in any event delivery of
certificates representing Compensation Shares shall not be later
than the time prescribed in Section 3.1(a)(X).
(b) Any distribution payable with respect to Compensation Shares
shall be paid directly to the Participant, except any securities
issuable as a distribution with respect to such shares shall be
delivered to and held in custody by the Bank as additional
Compensation Shares.
(c) (i) Upon the death of a Participant, the Committee
shall deliver stock certificates representing all Compensation
Shares issued to such Participant to such person or persons or the
survivors thereof, including corporations, unincorporated
associations or trusts, as the Participant may have designated. All
such designations shall be made in writing and delivered to the
Committee. A Participant may from time to time revoke or change any
such designation by written notice to the Committee. In the event
of the death of a Participant either prior to designating a
Beneficiary pursuant to this subsection or concurrent with or after
the death of such Beneficiary, or in the event of such
Beneficiary’s death before delivery to him or her of
certificates representing the Compensation Shares, such
certificates shall be delivered to the estate of the later to die
of the Participant or his Beneficiary provided that in the event in
the designation of his Beneficiary the Participant specified any
survival period, no certificates shall be delivered to such
Beneficiary’s estate unless he or she survives such survival
period; and further provided that in the event the Participant
provides for a contingent Beneficiary, and such contingent
Beneficiary is surviving at the time of the later of the death of
the Participant or the expiration of any survival period, but the
primary Beneficiary is not then living, such certificates shall be
delivered to such contingent Beneficiary.
(ii) Any distribution under
this subsection (c) shall be made as soon as practicable
following the end of the month in which the Committee is notified
of the Participant’s death or is satisfied as to the identity
of the appropriate distributee or payee, whichever is later.
(d) (i) In the event of a Change in Control,
notwithstanding any other provision of this Plan, the Committee
shall, as soon as practicable after such Change in Control but in
no event later than five (5) Business Days thereafter, deliver
certificates repre
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