Exhibit 10.15
NEWALLIANCE BANCSHARES,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
(Employee Award)
This agreement dated as of May 29, 2009 (the
“Award Agreement”) is entered into by and between
NewAlliance Bancshares, Inc., a Delaware corporation (the
“Company”), and ___________________ (the
“Participant”). All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed
to them by the NewAlliance Bancshares, Inc. 2005 Long-Term
Compensation Plan, as amended from time to time (the
“Plan”).
1.
General . The shares of restricted stock granted
under this Award Agreement are granted as of May 29, 2009 (the
“Award Date”) pursuant to and subject to all of the
provisions hereof and of the Plan applicable to restricted Stock
Awards granted pursuant to Section 8 of the Plan, which provisions
are, unless otherwise provided herein, incorporated by reference
and made a part hereof to the same extent as if set forth in their
entirety herein, and to such other terms necessary or appropriate
to the grant hereof having been made. The Participant
hereby acknowledges receipt of a copy of the Plan.
2.
Grant . The Company hereby grants to the
Participant a total of _____________ shares of restricted stock
(the “Restricted Shares”).
3.
Stock Certificates . Each stock certificate
evidencing any Restricted Shares shall contain such legends and
stock transfer instructions or limitations as may be determined or
authorized by the Committee in its sole discretion; and the Company
may, in its sole discretion, retain custody of any such certificate
throughout the period during which any restrictions are in effect
and require that the Participant tender to the Company a stock
power duly executed in blank relating thereto as a condition to
issuing any such certificate. In lieu of a stock
certificate for the Restricted Shares being issued in the name of
the Participant prior to the vesting of such shares, the Company
may cause the underlying shares of common stock to be held pursuant
to a trust or escrow agreement until such time as the Restricted
Shares become vested.
4.
Rights as Stockholder . From the Award Date until
the Restricted Shares vest, the Participant shall be entitled to
all rights associated with ownership of the Restricted Shares,
except:
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If the
Restricted Shares are held in trust or escrow, the Restricted
Shares shall be voted in accordance with the applicable trust or
escrow agreement.
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None of the
Restricted Shares may be sold, transferred, pledged, hypothecated
or otherwise encumbered or disposed of until they have vested in
accordance with Section 5 of this Award Agreement.
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Any additional
shares of Common Stock or other noncash property issued with
respect to unvested Restricted Shares granted hereunder (e.g., a
stock dividend) shall be subject to the same restrictions as the
shares of Restricted Shares to which they relate.
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Any cash
dividends on unvested Restricted Shares granted hereunder shall be
accumulated by the Company and paid when and if such shares
vest.
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The Restricted
Shares granted hereunder will vest according to the following
schedule:
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Date
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Percentage of
Restricted
Shares Vested
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May 31, 2012
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100%
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Notwithstanding
the foregoing, none of the Restricted Shares granted hereunder
shall vest prior to the date upon which a registration statement
with respect to the Common Stock being offered under the Plan has
been filed with the Securities and Exchange Commission
(“SEC”) and has become effective. No
Restricted Shares shall vest after the Participant’s service
as an Outside Director, employee, consultant or advisor has
terminated.
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Notwithstanding
the vesting schedule set forth in Section 5(a) above, the
Restricted Shares granted hereunder shall become fully vested
if the Participant’s employment with the Company
and all of its Subsidiaries and Affiliates is terminated due to:
(i) Disability; or (ii) death.
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Notwithstanding
the vesting schedule set forth in Section 5(a) above, the
Restricted Shares granted hereunder shall become fully vested upon
the occurrence of a Change in Control, as that term is defined in
the Plan, provided that the Participant is an Outside Director,
employee, consultant or advisor of the Company (or an Affiliate
thereof) on the date of the Change in Control.
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6.
Applicable Law . The validity, construction,
interpretation and enforceability of this Award Agreement shall be
determined and governed by the laws of the State of Delaware
without regard to any conflicts or choice of law rules or
princip
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