Exhibit 10.2
PSB HOLDINGS, INC.
2005 STOCK-BASED INCENTIVE PLAN
FORM OF
RESTRICTED STOCK AGREEMENT
(EMPLOYEES AND DIRECTORS)
A.
An AWARD for a total of
shares of common stock, par value $.10 per share, of PSB
Holdings, Inc. (the “Company”) is hereby granted
to
(the “Recipient”), subject in all respects to the terms
and provisions of the PSB Holdings, Inc. 2005 Stock-Based
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 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”). Restricted Stock shall vest in five
(5) equal annual installments, with the first installment
vesting on November 7, 2006, and succeeding installments on
each anniversary thereafter through November 7,
2010.
C.
Following the execution of this
Restricted Stock Agreement, the Recipient shall receive a
certificate or certificates representing the shares of Restricted
Stock that have been awarded to him. Upon receipt of the
Restricted Stock certificates representing the shares awarded
hereunder, the Recipient shall execute and return to the Company a
stock power or powers endorsed in blank covering all such shares of
Restricted Stock. Pursuant to the terms of the Plan, the
Company shall deposit the certificate or certificates representing
the Recipient’s Restricted Stock Award, together with the
stock power(s), with an escrow agent specified by the Company (the
“Escrow Agent”).
D.
The Recipient shall have the right
to vote the shares awarded hereunder. The Recipient will also
receive dividends declared with respect to the shares.
E.
If t
