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Exhibit
10.26C
For Non-Employee Directors
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”).
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
Eligible Director 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 Service 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 Service with an Employer shall not vest upon
termination of
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