Exhibit 10.2
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR THE CHICOPEE BANCORP, INC. 2007 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the "Participant")
by Chicopee Bancorp, Inc. (the "Company") as of ___________, the date the
Compensation Committee (the "Committee") awarded the Participant a restricted
stock award pursuant to the Chicopee Bancorp, Inc. 2007 Equity Incentive
Plan (the "2007 Plan"), subject to the terms and conditions of the 2007 Plan and
this Award Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR RESTRICTED STOCK AWARD: _________ shares of Common
Stock ("Shares"), subject
to adjustment as may be
necessary pursuant to
Article 10 of the 2007
Plan.
2. GRANT DATE: _________
Unless sooner vested in accordance with Section 3 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the restrictions imposed under Section 2 of the Terms and Conditions will expire
as to the following percentages of the Shares awarded hereunder, on the
following respective dates; provided that the Participant is still employed by
or in service with the Company or any of its subsidiaries:
Percentage of Number of Shares
Shares Vesting Vesting Vesting Date
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IN WITNESS WHEREOF, Chicopee Bancorp, Inc., acting by and through the
Compensation Committee of the Board of Directors, has caused this Award
Agreement to be executed as of the Grant Date set forth above.
CHICOPEE BANCORP, INC.
By:
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On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:
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[Name]
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Date
TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares underlying your
Restricted Stock Award are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the 2007 Plan.
2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock
Award (the "Restricted Shares") are subject to the following
restrictions until they expire or terminate.
(a) Restricted Shares may not be sold, transferred, exchanged,
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assigned, pledged, hypothecated or otherwise encumbered.
(b) If your employment or service with the Company or any Affiliate
terminates for any reason other than as set forth in paragraph
(b) of Section 3 hereof, then you will forfeit all of your
rights, title and interest in and to the Restricted Shares as
of the date of termination, and the Restricted Shares shall
revert to the Company under the terms of the 2007 Plan.
(c) Restricted Shares are subject to the vesting schedule set forth
on page 1 of this Award Agreement.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following
(the period prior to such expiration being referred to herein as the
"Restricted Period"):
(a) As to the percentages of the Shares specified in the vesting
schedule on page 1 of this Award Agreement, on the respective
dates specified in the vesting schedule on page 1; provided you
are then still employed by or in the service of the Company or
an Affiliate; or
(b) Upon termination of your employment by reason of death or
Disability; or
(c) Upon a change in control.
4. DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON
PAGE 1), the Shares (and accumulated dividends and earnings, if any)
will be distributed in accordance with your instructions.
5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have
full voting and dividend rights with respect to the Shares during and
after the Restricted Period. If you forfeit your rights under this
Award Agreement in accordance with Section 2, you will no longer have
any rights as a shareholder with respect to the Restricted Shares and
you will no longer be entitled to receive dividends on the Shares.
6. CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares),
your award will be adjusted as necessary to preserve the benefits or
potential benefits of the award. Without limiting the above, in the
event of a subdivision of the outstanding Stock (stock-split), a
declaration of a dividend payable in Stock, or a combination or
consolidation of the
outstanding Stock into a lesser number of Shares, the Shares subject to
this Award Agreement will automatically be adjusted proportionately.
7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
interfere with or limit in any way the right of the Company or any
Affiliate to terminate your employment or service at any time, nor
confer upon you any right to continue in the employ or service of the
Company or any Affiliate.
8. PAYMENT OF TAXES. You may make an election to be taxed upon your
Restricted Stock Award under Section 83(b) of the Code within 30 days
of the Grant Date. If you do not make an 83(b) Election, upon vesting
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of the Restricted Stock Award the Committee is entitled to require as a
condition of delivery: (i) that you remit an amount sufficient to
satisfy any and all federal, state and local (if any) tax withholding
requirements and employment taxes (I.E., FICA and FUTA), (ii) that the
withholding of such sums come from compensation otherwise due to you or
from Shares due to you under the 2007 Plan, or (iii) any combination of
the foregoing. Any withholding shall comply with Rule 16b-3 or any
amendments or successive rules. OUTSIDE DIRECTORS OF THE COMPANY ARE
SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.
9. PLAN CONTROLS. The terms contained in the 2007 Plan are incorporated
into and made a part of this Award Agreement and this Award Agreement
shall be governed by and construed in accordance with the 2007 Plan. In
the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of the
Plan will control.
10. SEVERABILITY. If any one or more of the provisions contained in this
Agreement is deemed to be invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included in
this Agreement.
11. NOTICE. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
Chicopee Bancorp, Inc.
70 Center Street
Chicopee, Massachusetts 01013
Attn: Compensation Committee
or any other address designated by the Company in a written notice to
you. Notices to you will be directed to your address as then currently
on file with the Company, or at any other address that you provide in a
written notice to the Company.
12. SUCCESSORS. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and
the 2007 Plan.