|
EXHIBIT 10.4
<PAGE>
WAUWATOSA HOLDINGS, INC.
2006 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(OUTSIDE DIRECTORS)
A. An AWARD for a total of ____________ shares of common stock, par
value
$0.01 per share, of Wauwatosa Holdings, Inc. (the "Company"), the
holding
company of Wauwatosa Savings Bank (the "Bank") 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.
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 (hereinafter referred to as the "Restricted
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 ___________ __, 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 awarded to him. Upon
receipt of
the Restric
|
