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Exhibit
10.26B
For Non-Executive Officer
Employees Only
PEOPLE’S UNITED
FINANCIAL, INC.
2007 RECOGNITION AND
RETENTION PLAN
RESTRICTED STOCK
AGREEMENT
Granted to:
(“you” or the
“Participant”)
In accordance with the terms
of the People’s United Financial, Inc. 2007 Recognition and
Retention Plan (the “Plan”), People’s United
Financial, Inc. (“People’s United”) is pleased to
grant you an award (the “Award”) of
shares of People’s United Common Stock (the
“Shares”). The Award shall consist of two parts: a
retention award equal to % of the
Award (the “Retention Award”), and a recognition award
equal to the remaining % of the
Award (the “Recognition Award”). The Shares granted to
you under this Agreement are subject to the restrictions set forth
in Section 3 hereof and to the other terms and conditions set
forth in this Agreement and in the Plan.
You and People’s United
agree that the Award is subject to the following terms and
conditions:
1. Definitions . All
of the terms and provisions of the Plan are deemed incorporated
into this Agreement by reference to the same purpose and effect as
if the Plan were set forth in its entirety in this Agreement. All
terms used in this Agreement and defined in the Plan shall, unless
otherwise defined herein, have the same meanings as in the Plan.
The term “Common Stock” refers to the Common Stock, par
value $.01 per share, of People’s United Financial, Inc., and
includes any stock or other securities into which shares of Common
Stock may be changed as contemplated by Section 8.3 of the
Plan. The terms “person” and “security,”
and any variations of such terms, shall have the broadest meanings
assigned to them by the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act.
2. Grant Date . The
Award is granted and made effective
(the “Grant Date”). Each Share has a fair market value
of $ on the Grant Date. For the
purposes of this Agreement, the fair market value of each Share was
calculated based on the mean between the high and low selling
prices of the Common Stock as reported by the NASDAQ Stock Market
on the Grant Date.
3. Restrictions on
Transfer of Shares . Subject to the provisions of the Plan, you
may not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of or encumber the Shares until they have vested in
accordance with the vesting schedule set forth in Section 4 of
this Agreement (the “Restriction Period”).
People’s United will permit transfer of the Shares only in
accordance with
the terms of this Agreement. Any
transfer of the Shares made in any manner contrary to this
Agreement will be void and ineffective to constitute the transferee
a shareholder of People’s United entitled to any rights,
benefits or privileges as such.
4. Vesting . Twenty
percent (20%) of the Shares will vest on the first anniversary
of the Grant Date (
); twenty percent (20%) of the Shares will vest on the second
anniversary of the Grant Date (
); twenty percent (20%) of the Shares will vest on the third
anniversary of the Grant Date (
); twenty percent (20%) of the Shares will vest on the fourth
anniversary of the Grant Date (
); and the remaining twenty percent (20%) of the Shares will
vest on the fifth anniversary of the Grant Date (
). Vesting will occur only if you have continuously been an
employee of an Employer from the Grant Date through the vesting
date; provided, however, that notwithstanding the foregoing, Shares
that comprise the Recognition Award that are unvested as of the
date of your termination of employment with an Employer by reason
of your death or Disability shall vest immediately upon such
termination, and the Restriction Period applicable to all such
Shares shall expire. Shares that comprise the Retention Award that
are unvested as of the date of your termination of employment with
an Employer shall not vest upon termination of employment by reason
of your death or Disability, and will be forfeited. Notwithstanding
anything to the contrary in the foregoing, all unvested Shares
shall becom
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