<PAGE>
Exhibit 4.4
WESTFIELD FINANCIAL, INC.
2007 STOCK OPTION PLAN
STOCK OPTION CERTIFICATE
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_______________________________________________________________________________
Name of Optionee
Social Security Number
_______________________________________________________________________________
Street Address
_______________________________________________________________________________
City
State
ZIP Code
This Stock Option
Agreement is intended to set forth the terms and conditions
on which a Stock Option has been granted under the Westfield Financial, Inc.
2007 Stock Option Plan. Set forth below are the specific
terms and
conditions
applicable to this
Stock Option.
Attached as Exhibit A
are its general terms
and conditions.
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Option Grant
(A) (B)
(C)
(D)
(E)
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Grant Date:
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Class of
Optioned Shares* Common
Common
Common
Common
Common
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No.
of Optioned Shares*
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Exercise Price
Per Share*
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Option Type (ISO
or NQSO)
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Vesting
--------------------------------------------------------------------------------
Earliest Exercise Date*
--------------------------------------------------------------------------------
Option Expiration Date*
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*Subject to
adjustment
as provided in the Plan and the General Terms and
Conditions.
By signing where indicated below, Westfield Financial, Inc. (the "Company")
grants this Stock
Option upon the
specified terms and conditions, and the
Optionee acknowledges receipt of this Stock Option Agreement,
including Exhibit
A, and agrees to
observe and be bound
by the terms and
conditions set
forth
herein and acknowledges receipt of a copy of the Westfield
Financial, Inc. 2007
Stock Option Plan.
WESTFIELD FINANCIAL, INC.
OPTIONEE
By _________________________________________
______________________________
Name:
Title:
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Instructions: This page should be completed by or on behalf of the
Compensation
Committee. Any blank
space intentionally
left blank should be crossed out. An
option grant consists
of a number of optioned shares with uniform terms and
conditions. Where
options are granted on
the same date with varying terms and
conditions (for example, varying exercise prices or
earliest exercise
dates),
the options should be
recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A
---------
Westfield financial, Inc. 2007 Stock Option Plan
Stock Option Certificate
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General Terms and Conditions
Section 1.
Option Size and Type.
The number of shares
of Common Stock,
par value $0.01 per share ("Shares"), that have been optioned to you
under the
Westfield Financial,
Inc. 2007 Stock Option
Plan (the "Plan") is specified in
this Stock Option Certificate. If the "Option Type" shown for your
stock option
is "ISO", then your
stock option has been
designed with the intent that it
qualify to the
maximum permissible extent for the special tax benefits
applicable to incentive stock options under the Internal
Revenue Code of
1986.
If the "Option Type"
shown for your stock
options is "NQSO",
then incentive
stock option tax treatment is not applicable.
Section 2.
Exercise Price. The Exercise Price for your
stock options is
the price per Share at which you may acquire the Shares that have
been optioned
to you and is specified in this Stock Option Certificate. As a general rule,
the Exercise Price for
your stock options
will not change
unless there is a
stock split,
stock dividend, merger or other major corporate event that
justifies an adjustment.
Section 3.
Vesting.
(a) Earliest
Exercise Date. You may not exercise your stock
options
until they are
vested. The date on which your stock options
become
vested is specified in this Stock Option Certificate as the
Earliest
Exercise Date. As a
general rule, you must be in the service of
the
Company on an
Earliest Exercise Date in order to be vested in
the
stock
options that vest on that date.
You may acquire the Shares that
have been
optioned to you by
exercising
your stock options at
any time
during the
period beginning on the Earliest Exercise Date and continuing
until the
applicable Option Expiration Date, by completing and filing the
Notice of
Exercise of Stock
Option that is attached to this Stock Option
Certificate as
Appendix A and by following the procedures outlined
therein.
(b) Forfeitures.
If you terminate
service with the
Company prior
to an
Earliest Exercise Date, you will forfeit any stock options that
are
scheduled
to vest on that date.
When you forfeit stock options, you
relinquish
any and all rights
that you have to
acquire the Shares
that
were
optioned to you.
(c) Accelerated
Vesting. Your
outstanding stock options that have
not
previously vested will become fully and immediately vested, without
any
further action on your part, in the event of your death or
Disability
before
your termination of
service with the Company. Similarly, all of
your
outstanding
stock options that have not previously vested will
become
fully and immediately
vested if a Change of Control occurs before
your
termination
of service with the Company; provided, that these
unvested
stock options shall accelerate vesting only if no substitute
grant is
made pursuant to section 7.3(b) of the Plan. In addition, to
the
extent
authorized
pursuant to a Plan
provision that is
approved by the
Company's
shareholders by the
requisite affirmative vote at a meeting of
shareholders held on or after January 3, 2008, if your service
terminates
due to
Retirement
(as defined in the
Plan), then any stock
options not
theretofore forfeited shall become immediately vested on the date
of your
Retirement. If vesting accelerates, the accelerated vesting date will
be
the
applicable Earliest Exercise Date.
Section 4.
Option Expiration
Date. To derive any benefit from your stock
options, you must exercise them during the period that begins on
the applicable
Earliest Exercise
Date and ends on the
Option Expiration Date. The Option
Expiration Date for
your stock options
is specified in this Stock Option
Certificate. Your
Option Expiration
Date may be
accelerated in the
event of
your termination of service with the Company.
