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
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Page
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ARTICLE I
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PURPOSE
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Section 1.1
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General Purpose
of the Plan.
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1
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ARTICLE II
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DEFINITIONS
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Section 2.1
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Bank
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1
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Section 2.2
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Board
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1
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Section 2.3
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Change of
Control
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1
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Section 2.4
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Code
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3
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Section 2.5
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Committee
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3
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Section 2.6
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Company
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3
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Section 2.7
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Disability
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3
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Section 2.8
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Disinterested
Board Member
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3
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Section 2.9
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Effective
Date
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3
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Section 2.10
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Eligible
Director
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3
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Section 2.11
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Eligible
Employee
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3
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Section 2.12
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Employer
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3
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Section 2.13
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Exchange
Act
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3
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Section 2.14
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Exercise
Price
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3
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Section 2.15
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Fair Market
Value
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3
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Section 2.16
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Family
Member
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4
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Section 2.17
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OTS
Regulations
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4
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Section 2.18
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Incentive Stock
Option
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4
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Section 2.19
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Non-Profit
Organization
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4
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Section 2.20
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Non-Qualified
Stock Option
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4
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Section 2.21
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Option
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4
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Section 2.22
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Option
Period
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4
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Section 2.23
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Person
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4
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Section 2.24
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Plan
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4
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Section 2.25
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Retirement
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5
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Section 2.26
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Service
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5
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Section 2.27
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Share
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5
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Section 2.28
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Termination for
Cause
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5
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ARTICLE III
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AVAILABLE SHARES
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Section 3.1
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Available
Shares.
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5
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i
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Section 3.2
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No
Repricing.
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6
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ARTICLE IV
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ADMINISTRATION
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Section 4.1
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Committee.
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6
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Section 4.2
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Committee
Action.
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6
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Section 4.3
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Committee
Responsibilities.
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7
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ARTICLE V
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STOCK OPTION GRANTS
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Section 5.1
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Grant of
Options.
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7
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Section 5.2
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Size of
Option.
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8
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Section 5.3
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Exercise
Price.
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8
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Section 5.4
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Option
Period.
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8
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Section 5.5
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Required
Regulatory Provisions.
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8
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Section 5.6
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Additional
Restrictions on Incentive Stock Options.
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10
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ARTICLE VI
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OPTIONS — IN
GENERAL
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Section 6.1
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Method of
Exercise.
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11
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Section 6.2
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Limitations on
Options.
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12
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ARTICLE VII
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AMENDMENT AND TERMINATION
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Section 7.1
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Termination.
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12
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Section 7.2
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Amendment.
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13
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Section 7.3
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Adjustments in
the Event of a Business Reorganization.
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13
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ARTICLE VIII
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MISCELLANEOUS
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Section 8.1
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Status as an
Employee Benefit Plan.
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13
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Section 8.2
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No Right to
Continued Employment.
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14
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Section 8.3
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Construction of
Language.
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14
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Section 8.4
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Governing
Law.
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14
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Section 8.5
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Headings.
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14
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Section 8.6
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Non-Alienation
of Benefits.
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14
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Section 8.7
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Taxes.
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14
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Section 8.8
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Notices.
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15
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Section 8.9
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Required
Regulatory Provisions.
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15
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ii
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Section 8.10
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Approval of
Shareholders.
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15
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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:
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(i)
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15,244,796
Shares; over
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(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