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Exhibit
10.26A
For Executive Officers and
CEO 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 55% of the Award (the “Retention
Award”), and a recognition award equal to the remaining 45%
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”). For a period
of two years following vesting of Shares (the
“Additional
Restriction Period”), you may only
sell or transfer vested Shares (a) in an amount sufficient to
pay any applicable federal, state, local or foreign taxes of any
kind (which, for these purposes, shall be determined based on the
assumption that you are subject to maximum applicable tax rates),
plus (b) up to fifty percent (50%) of vested Shares
remaining after any sale or transfer permitted under clause (a).
Furthermore, from time to time the Board may establish certain
minimum Common Stock ownership guidelines or requirements
applicable to you, which it will communicate to you in writing.
Notwithstanding the vesting of Shares and your right to sell or
transfer a portion of the Shares during the Additional Restriction
Period, you agree that you will not sell or otherwise transfer
Shares if the consequence of such sale or transfer would reduce
your total Common Stock ownership below such minimum ownership
guidelines or requirements as they may exist at the time you would
otherwise wish to sell or transfer Shares. In the event you fail to
satisfy such minimum ownership guidelines or requirements as a
result of the sale or transfer of Shares, the Committee may impose
limitations on any further sales of Shares by you, and you agree to
abide by any such limitations.
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
Share
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