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PEOPLE' S UNITED FINANCIAL , I NC. 2007 S TOCK OPTION PLAN

Option Agreement

PEOPLE' S UNITED FINANCIAL , I NC. 2007 S TOCK OPTION PLAN | Document Parties: PEOPLE'S UNITED FINANCIAL, INC. You are currently viewing:
This Option Agreement involves

PEOPLE'S UNITED FINANCIAL, INC.

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Title: PEOPLE' S UNITED FINANCIAL , I NC. 2007 S TOCK OPTION PLAN
Governing Law: Delaware     Date: 8/8/2008
Industry: SandLs/Savings Banks     Sector: Financial

PEOPLE' S UNITED FINANCIAL , I NC. 2007 S TOCK OPTION PLAN, Parties: people's united financial  inc.
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Exhibit 10.27

P EOPLE S U NITED F INANCIAL , I NC .

2007 S TOCK O PTION P LAN

 

 

Effective as of October 18, 2007

(amended April 17, 2008)


TABLE OF CONTENTS

 

 

 

 

 

 

 

  

 

  

Page

ARTICLE I

 

PURPOSE

Section 1.1

  

General Purpose of the Plan.

  

1

 

ARTICLE II

 

DEFINITIONS

 

 

 

Section 2.1

  

Bank

  

1

Section 2.2

  

Board

  

1

Section 2.3

  

Change of Control

  

1

Section 2.4

  

Code

  

3

Section 2.5

  

Committee

  

3

Section 2.6

  

Company

  

3

Section 2.7

  

Disability

  

3

Section 2.8

  

Disinterested Board Member

  

3

Section 2.9

  

Effective Date

  

3

Section 2.10

  

Eligible Director

  

3

Section 2.11

  

Eligible Employee

  

3

Section 2.12

  

Employer

  

3

Section 2.13

  

Exchange Act

  

3

Section 2.14

  

Exercise Price

  

3

Section 2.15

  

Fair Market Value

  

3

Section 2.16

  

Family Member

  

4

Section 2.17

  

OTS Regulations

  

4

Section 2.18

  

Incentive Stock Option

  

4

Section 2.19

  

Non-Profit Organization

  

4

Section 2.20

  

Non-Qualified Stock Option

  

4

Section 2.21

  

Option

  

4

Section 2.22

  

Option Period

  

4

Section 2.23

  

Person

  

4

Section 2.24

  

Plan

  

4

Section 2.25

  

Retirement

  

5

Section 2.26

  

Service

  

5

Section 2.27

  

Share

  

5

Section 2.28

  

Termination for Cause

  

5

 

ARTICLE III

 

AVAILABLE SHARES

 

 

 

Section 3.1

  

Available Shares.

  

5

 

i


 

 

 

 

 

Section 3.2

    

No Repricing.

  

6

 

ARTICLE IV

 

ADMINISTRATION

 

 

 

Section 4.1

    

Committee.

  

6

Section 4.2

    

Committee Action.

  

6

Section 4.3

    

Committee Responsibilities.

  

7

 

ARTICLE V

 

STOCK OPTION GRANTS

 

 

 

Section 5.1

    

Grant of Options.

  

7

Section 5.2

    

Size of Option.

  

8

Section 5.3

    

Exercise Price.

  

8

Section 5.4

    

Option Period.

  

8

Section 5.5

    

Required Regulatory Provisions.

  

8

Section 5.6

    

Additional Restrictions on Incentive Stock Options.

  

10

 

ARTICLE VI

 

OPTIONS — IN GENERAL

 

 

 

Section 6.1

    

Method of Exercise.

  

11

Section 6.2

    

Limitations on Options.

  

12

 

ARTICLE VII

 

AMENDMENT AND TERMINATION

 

 

 

Section 7.1

    

Termination.

  

12

Section 7.2

    

Amendment.

  

13

Section 7.3

    

Adjustments in the Event of a Business Reorganization.

  

13

 

ARTICLE VIII

 

MISCELLANEOUS

 

 

 

Section 8.1

    

Status as an Employee Benefit Plan.

  

13

Section 8.2

    

No Right to Continued Employment.

  

14

Section 8.3

    

Construction of Language.

  

14

Section 8.4

    

Governing Law.

  

14

Section 8.5

    

Headings.

  

14

Section 8.6

    

Non-Alienation of Benefits.

  

14

Section 8.7

    

Taxes.

  

14

Section 8.8

    

Notices.

  

15

Section 8.9

    

Required Regulatory Provisions.

  

15

 

ii


 

 

 

 

 

Section 8.10

    

Approval of Shareholders.

  

15

 

iii


PEOPLE’S UNITED FINANCIAL, INC.

2007 STOCK OPTION PLAN

ARTICLE I

PURPOSE

Section 1.1 General Purpose of the Plan .

The purpose of the Plan is to promote the growth and profitability of People’s United Financial, Inc., to provide eligible directors, certain key officers and employees of People’s United Financial, Inc. and its affiliates with an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence, to recognize the contributions of directors, key officers and employees in achieving business objectives, and to provide such individuals with an equity interest in People’s United Financial, Inc.

ARTICLE II

DEFINITIONS

The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context:

Section 2.1 Bank means People’s United Bank and any successor thereto.

Section 2.2 Board means the Board of Directors of the Company.

Section 2.3 Change of Control means any of the following events:

(a) the consummation of a reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:

(i) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and

(ii) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the


Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company;

(b) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;

(c) a complete liquidation or dissolution of the Company;

(d) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:

(i) individuals who were members of the Board of Directors of the Company on the Effective Date; or

(ii) individuals who first became members of the Board of Directors of the Company after the Effective Date either:

(A) upon election to serve as a member of the Board of Directors of the Company by affirmative vote of at least three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or

(B) upon election by the shareholders of the Company to serve as a member of such board, but only if nominated for election by affirmative vote of at least three-quarters of the members of the Board of Directors of the Company, or of a nominating committee thereof, in office at the time of such first nomination;

provided, however , that such individual’s election or nomination did not result from an actual or threatened election contest or other actual or threatened solicitation of proxies or consents other than by or on behalf of the Board of Directors of the Company;

(e) approval by the stockholders of the Company of any agreement, plan or arrangement for the consummation of a transaction which, if consummated, would result in the occurrence of an event described in section 2.3(a), (b), (c) or (d); or

(f) any event which would be described in section 2.3(a), (b), (c), (d) or (e) if the term “Bank” were substituted for the terms “Company” therein.

In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this section 2.3, the term “person” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.

 

2


Section 2.4 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

Section 2.5 Committee means the Committee described in section 4.1.

Section 2.6 Company means People’s United Financial, Inc., a Delaware corporation, and any successor thereto.

Section 2.7 Disability means a condition of total incapacity, mental or physical, for further performance of duty with an Employer which the Committee shall have determined, on the basis of competent medical evidence, is likely to be permanent.

Section 2.8 Disinterested Board Member means a member of the Board who (a) is not a current employee of the Company or a subsidiary, (b) is not a former employee of the Company who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, (c) has not been an officer of the Company, (d) does not receive remuneration from the Company or a subsidiary, either directly or indirectly, in any capacity other than as a director except in an amount for which disclosure would not be required pursuant to Item 404(a) of the proxy solicitation rules of the Securities and Exchange Commission and (e) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a) or (b) of the proxy solicitation rules of the Securities and Exchange Commission. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of section 162(m) of the Code and Rule 16b-3 promulgated under the Exchange Act.

Section 2.9 Effective Date means October 18, 2007.

Section 2.10 Eligible Director means a member of the board of directors or an advisory board of an Employer who is not also an employee or an officer of any Employer.

Section 2.11 Eligible Employee means any employee whom the Committee may determine to be a key officer or employee of an Employer and select to receive a grant of an Option pursuant to the Plan.

Section 2.12 Employer means the Company, the Bank and any successor thereto and, with the prior approval of the Board, and subject to such terms and conditions as may be imposed by the Board, any other savings bank, savings and loan association, bank, corporation, financial institution or other business organization or institution. With respect to any Eligible Employee or Eligible Director, the Employer shall mean the entity which employs such person or upon whose board of directors or advisory board such person serves. !

Section 2.13 Exchange Act means the Securities Exchange Act of 1934, as amended.

Section 2.14 Exercise Price means the price per Share at which Shares subject to an Option may be purchased upon exercise of the Option, determined in accordance with section 5.3.

Section 2.15 Fair Market Value means, with respect to a Share on a specified date:

 

3


(a) the mean between the high and low selling prices at which Shares are traded on the principal securities exchange (as that term is used in Section 6 of the Exchange Act) on which the Shares are traded on such date or, if Shares are not traded on such exchange on that date, the mean between the high and low selling prices at which Shares were traded on such exchange on the most recent day on which Shares were so traded; or

(b) if the Shares are not listed or admitted to trading on any such exchange, and prices of trades in Shares are regularly reported by the National Association of Securities Dealers Automated Quotations System, the mean between the high and low selling prices for Shares on such date as reported by such system, or, if no high or low selling prices for Shares are reported by such system for such date, then the mean between the high and low selling prices for Shares reported by such system for the most recent day in respect of which both high and low selling prices are quoted; or

(c) if sections 2.15(a) and (b) are not applicable, the fair market value of a Share as the Committee may determine.

Section 2.16 Family Member means the spouse, parent, child or sibling of an Eligible Director or Eligible Employee.

Section 2.17 OTS Regulations means the rules and regulations of the Office of Thrift Supervision.

Section 2.18 Incentive Stock Option means a right to purchase Shares that is granted to Eligible Employees pursuant to section 5.1, that is designated by the Committee to be an Incentive Stock Option and that is intended to satisfy the requirements of section 422 of the Code.

Section 2.19 Non-Profit Organization means any organization which is exempt from federal income tax under section 501(c)(3), (4), (5), (6), (7), (8) or (10) of the Internal Revenue Code.

Section 2.20 Non-Qualified Stock Option means a right to purchase Shares that is either (a) granted to an Eligible Director or (b) granted to an Eligible Employee and either (i) is not designated by the Committee to be an Incentive Stock Option, or (ii) does not satisfy the requirements of section 422 of the Code.

Section 2.21 Option means either an Incentive Stock Option or a Non-Qualified Stock Option granted under the Plan.

Section 2.22 Option Period means the period during which an Option may be exercised, determined in accordance with section 5.4.

Section 2.23 Person means an individual, a corporation, a bank, a savings bank, a savings and loan association, a financial institution, a partnership, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.

Section 2.24 Plan means the People’s United Financial, Inc. 2007 Stock Option Plan, as amended from time to time.

 

4


Section 2.25 Retirement means (a) in the case of an Eligible Employee, termination of all service for all Employers as an employee at or after age 65, and (b) in the case of an Eligible Director who is a member of an Employer’s board of directors, termination of all service for all Employers as a voting member of the Employer’s board of directors after the attainment of the latest age at which the Eligible Director is eligible for election or appointment as a voting member of the Employer’s board of directors under the Employer’s charter or by-laws, and (c) in the case of an Eligible Director who is a member of an advisory board of an Employer but is not a member of an Employer’s board of directors, termination of service as a member of the Employer’s advisory board. In the case of any individual who comes within the scope of more than one of subsections (a) through (c) of the foregoing sentence, Retirement shall be deemed to have occurred at the earliest possible date.

Section 2.26 Service means service for an Employer as an employee in any capacity, and service as a director or emeritus director or advisory director of an Employer.

Section 2.27 Share means a share of Common Stock, par value $.01 share, of People’s United Financial, Inc.

Section 2.28 Termination for Cause means termination of service or removal from office with the Employer upon the occurrence of any of the following: (a) the individual intentionally engages in dishonest conduct in connection with his performance of services for the Employer resulting in his conviction of a felony; (b) the individual is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (c) the individual breaches his fiduciary duties to the Employer for personal profit; or (d) the individual willfully breaches or violates any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Employer.

ARTICLE III

AVAILABLE SHARES

Section 3.1 Available Shares .

(a) The maximum aggregate number of Shares with respect to which Options may be granted at any time shall be equal to the excess of:

 

 

(i)

15,244,796 Shares; over

 

 

(ii)

the sum of:

(A) the number of Shares with respect to which previously granted Options may then or may in the future be exercised; plus

(B) the number of Shares with respect to which previously granted Options have been exercised;

subject to adjustment pursuant to section 7.3.

 

5


(b) Options to purchase an aggregate maximum of 4,573,438 Shares (subject to adjustment pursuant to section 7.3) may be granted to Eligible Directors, and Options to purchase a maximum of 762,239 Shares (subject to adjustment pursuant to section 7.3) may be granted to any one Eligible Director.

(c) Options to purchase an aggregate maximum of 15,244,796 Shares (subject to adjustment pursuant to section 7.3) may be granted to Eligible Employees, and Options to purchase a maximum of 3,811,199 Shares (subject to adjustment pursuant to section 7.3) may be granted to any one Eligible Employee.

(d) For purposes of this section 3.1, an Option shall not be considered as having been exercised to the extent that such Option terminates by reason other than the purchase of related Shares; provided, however , that for purposes of meeting the requirements of section 162(m) of the Code, no Eligible Employee who is a covered employee (within the meaning of section 162(m) of the Code) shall receive grants of Options for an aggregate number of Shares that is in excess of the amount specified for him under this section 3.1, computed as if any Option which is canceled or forfeited reduced the maximum number of Shares.

Section 3.2 No Repricing .

Except as provided in section 7.3, without the affirmative vote of holders of a majority of the Shares cast in person or by proxy at a meeting of shareholders of the Company at which a quorum representing a majority of all outstanding Shares is present or represented by proxy, the Board shall not approve a program providing for either (a) the cancellation of outstanding Options and the grant in substitution therefore of any new awards, including specifically any new Options having a lower Exercise Price or (b) the amendment of outstanding Options to reduce the exercise price thereof.

ARTICLE IV

ADMINISTRATION

Section 4.1 Committee .

The Plan shall be administered by the Compensation and Nominating Committee (the “Committee”) or such other committee of the Board that is designated and empowered to perform th


 
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