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EXHIBIT 10.3
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WAUWATOSA HOLDINGS, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(EMPLOYEES)
A. An AWARD for a total of ____________ shares of common stock, par
value
$0.01 per share, of Wauwatosa Holdings, Inc. (the "Company") is
hereby granted
to ___________________________________ (the "Recipient"), subject
in all
respects to the terms and provisions of the Wauwatosa Holdings,
Inc. 2006 Equity
Incentive Plan (the "Plan"), which has been approved by the board
of directors
of the Company and the stockholders of the Company, which is
incorporated herein
by reference. The terms of this Restricted Stock Agreement are
subject to the
terms and conditions of the Plan, except where otherwise indicated.
The
Recipient is an employee of Wauwatosa Savings Bank (the "Bank") or
of an
affiliate of the Company or the Bank.
B. The shares of common stock awarded hereunder (hereinafter
referred to as
the "Restricted Stock") shall bear a legend restricting the
transferability of
such common stock. The Restricted Stock awarded to the Recipient
shall not be
sold, assigned, transferred, pledged, or otherwise encumbered by
the Recipient,
except as hereinafter provided, until such Restricted Stock has
vested (the
"Restricted Period"). All of the shares of Restricted Stock granted
hereunder
shall vest in five (5) approximately equal annual installments,
with the first
installment vesting on the first anniversary of the date of grant,
or on
__________ __, 2008, and succeeding installments on each
anniversary thereafter
through ___________ __, 2012. To the extent that the shares of
Restricted Stock
awarded are not evenly divisible by "five" (5), then the shares of
Restricted
Stock in excess of those evenly divisible by 5 shall vest at the
rate of one per
year, commencing with the initial installment vesting and
continuing until each
such share of Restricted Stock is fully vested. For example, an
award of 103
shares would vest at the rate of 21 shares on the first, second and
third
anniversaries of the date of grant, and at the rate of 20 on the
fourth and
fifth anniversaries of the date of grant.
C. The Recipient shall receive a certificate or certificates
representing
the shares of Restricted Stock that have been aw
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