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RESTRICTED STOCK AGREEMENT
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PURSUANT TO THE
KEARNY FINANCIAL CORP.
2005 STOCK COMPENSATION AND INCENTIVE PLAN
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FOR NON-EMPLOYEE DIRECTORS
This Agreement shall constitute an award of Restricted Stock
("Award")
for a total of ________ shares of Common Stock of Kearny
Financial Corp. (the
"Corporation"), which is hereby granted to _____________ (the
"Participant") at
the price determined as provided herein, and in all respects
subject to the
terms, definitions and provisions of the Kearny Financial Corp.
2005 Stock
Compensation and Incentive Plan (the "Plan") adopted by Kearny
Financial Corp.
(the"Company") which is incorporated by reference herein,
receipt of which is
hereby acknowledged.
1. Purchase Price. The purchase price for each share of Common
Stock
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awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall
be
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deemed earned and non-forfeitable in accordance with the
provisions of the Plan,
during periods of continued service as a Director or Director
Emeritus as
follows:
(a) Schedule of Vesting of Awards.
Number Percentage of Total Shares
of Awarded Which Are
Date Shares Non-forfeitable
---- ------ ---------------
Upon grant.................... 0 0%
As of ______________.......... ____ 20%
As of ______________.......... ____ 40%
As of ______________.......... ____ 60%
As of ______________.......... ____ 80%
As of ______________.......... ____ 100%
A. Notwithstanding anything herein or in the Plan to the
contrary, all Shares
subject to an Award held by a Participant whose service with
Kearny Federal
Savings Bank (the "Bank") or the Corporation terminates due to
death shall be
deemed 100% earned and non-forfeitable as of the Participant's
last date of
service with the Corporation or the Bank and shall be
distributed as soon as
practicable thereafter to the Beneficiary as set forth in
accordance with the
Plan.
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B. Such Award shall be immediately 100% earned and
non-forfeitable upon
Disability of the Participant.
C. Upon a Change in Control of the Corporation or the Bank, all
such Awards
shall be immediately 100% vested and exercisable.
(b) Restrictions on Awards. This Award may not be delivered to
the
recipient if the issuance of the Shares pursuant to the Award
would constitute a
violation of any applicable federal or state securities or other
law or valid
regulation. As a condition to the Participant's receipt of this
Award, the
Company may require the person receiving this Award to make any
representation
and warranty to the Company as may be required by any applicable
law or
regulation.
3. Non
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