EXHIBIT 4.2
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Form of Restricted Stock Award under the
Slade's Ferry Bancorp 2004 Equity Incentive Plan
SLADE'S FERRY BANCORP
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE
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___________________________________________________________________________
Name of Award Recipient Social Security Number
___________________________________________________________________________
Street Address
___________________________________________________________________________
City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which an Award has been granted under the Slade's Ferry
Bancorp 2004 Equity Incentive Plan. Set forth below are the specific terms
and conditions applicable to this Award. Attached as Exhibit A are its
general terms and conditions.
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Restricted Stock Award (A) (B) (C) (D) (E)
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<s> <c> <c> <c> <c> <c>
Effective Date
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Class of Shares* Common Common Common Common Common
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No. of Awarded Shares*
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Type of Award (Escrow
or Legended Certificate)
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Vesting Date*
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<FN>
* Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
</FN>
By signing where indicated below, Slade's Ferry Bancorp (the "Company")
grants this Award upon the specified terms and conditions, and the Award
Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein and acknowledges receipt of a Prospectus dated
May 13, 2004 for the Slade's Ferry Bancorp 2004 Equity Incentive Plan.
Slade's Ferry Bancorp Award Recipient
By __________________________ ____________________________________
Name:
Title:
___________________________________________________________________________
Instructions: This page should be completed by or on behalf of the
Personnel Committee. Any blank space intentionally left blank should be
crossed out. An Award consists of shares granted with uniform terms and
conditions. Where shares granted under an Award are awarded on the same
date with varying terms and conditions (for example, varying vesting
dates), the awards should be recorded as a series of grants each with its
own uniform terms and conditions.
EXHIBIT A
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SLADE'S FERRY BANCORP
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD
General Terms and Conditions
Section 1. Size and Type of Award. The shares of Common Stock, par
value $.01 per share, of Slade's Ferry Bancorp ("Shares") covered by this
Award ("Awarded Shares") are listed on this Restricted Stock Award Notice.
Your Restricted Stock Award Notice designates the Awarded Shares as either
"Escrow" or "Legended Certificate".
(a) Legended Certificate. If your Awarded Shares are
designated "Legended Certificate," a stock certificate evidencing the
Awarded Shares will be issued in your name. The stock certificate
will bear a legend indicating that it is subject to all of the terms
and conditions of this Award Notice and the Plan. You may elect to
be taxed on the Fair Market Value of the Awarded Shares as of the
date they are placed in the brokerage account in your name, pursuant
to section 83(b) of the Internal Revenue Code of 1986. You must make
this election in writing, in the manner required by applicable
Internal Revenue Service Regulations, and file it with the Internal
Revenue Service and the Company within 30 days after the date on
which the Awarded Shares are placed in your brokerage account.
(b) Escrow. If your Awarded Shares are designated "Escrow,"
the Awarded Shares will either be held in the name of the Plan
Funding Agent on a pooled basis with other Awarded Shares that have
been designated "Escrow," or they will be evidenced by a legended
stock certificate in your name that will be held on your behalf. You
will not be permitted to elect to be taxed currently on the Fair
Market Value of the Awarded Shares and instead will be subject to
income tax on the Awarded Shares as and when they become vested.
Section 2. Vesting.
(a) Vesting Dates. The Vesting Dates for your Awarded Shares
are specified on this Award Notice. On each Vesting Date, you will
obtain unrestricted ownership of the Awarded Shares that vest on that
Vesting Date. A stock certificate (or a book entry listing)
evidencing your unrestricted ownership of the vested Awarded Shares
will be distributed to you or placed in a brokerage account on your
behalf. If a legended stock certificate evidencing these Awarded
Shares was previously placed in your brokerage account, it will be
exchanged for an unrestricted certificate or book entry listing.
(b) Forfeitures. If you terminate service with the Company
prior to a Vesting Date, you will forfeit any Awarded Shares that are
scheduled to vest on that date. Your service with the Company will
not be treated as having terminated for vesting purposes if you
continue as a director emeritus of the Company. When you forfeit
Awarded Shares, all of your interest in the Awarded Shares will be
canceled and any stock certificate or other evidence of ownership
that was placed in a brokerage account for you will be returned to
the Plan Funding Agent to be used for future awards to others. You
agree to take any action and execute and deliver any document that
the Company requests to effect the return of your unvested Awarded
Shares. In the event you do not cooperate with the Company in this
regard, you hereby appoint and designate the Company as your
attorney-in-fact for the purpose of taking any action and signing any
document, in your name, which the Company determines is necessary to
enforce the forfeiture.
(c) Accelerated Vesting. All of your Awarded Shares that have
not previously vested will become fully vested immediately, and
without any further action on your part, in the event of your death,
Disability (as defined by the Personnel Committee) or Retirement (as
defined by the Personnel Committee) before your termination of
service with the Company or in the event a Change of Control (as
defined by the Personnel Committee) occurs before you terminate
service with the Company. You may designate a Beneficiary to
receive any Awarded Shares that vest upon your death using the
Beneficiary Designation attached as Appendix A.
(d) Definition of Service. For purposes of determining the
vesting of your Awarded Shares, you will be deemed to be in the
service of the Company for so long as you serve in any capacity as an
employee, officer, non-employee director or consultant of the Company
or Slade's Ferry Bank.
Section 3. Dividends. If your Awarded Shares are in the form of
Legended Certificates, any dividends declared by the Company with a record
date that is after the Effective Date specified in this Award Notice will
be credited to your brokerage account for your benefit on an unrestricted
basis. If your Awarded Shares are designated "Escrow", you will receive
the dividends on an unrestricted basis, but they will be paid to you by,
and will be taxable in the same manner as other compensation paid to you
by, the Company; by signing this Award Notice and accepting its terms, you
direct Personnel Committee and/or the Plan Funding Agent to remit to the
Company for payment to you any dividends that either of them may receive as
the record holder of your unvested Awarded Shares.
Section 4. Voting Rights. You shall have the right to control all
voting rights relating to all unvested Awarded Shares. If your Awarded
Shares are placed in your brokerage account, you will receive proxy
materials for voting in the same manner as other shareholders with Shares
in brokerage accounts. If your unvested Awarded Shares are held by the
Personnel Committee or the Plan Funding Agent, such entity will ask you for
voting directions and will follow your directions in voting your unvested
Awarded Shares.
Section 5. Amendment. This Award Notice may be amended, in whole or
in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between you and the
Company.
Section 6. Plan Provisions Control. This Award Notice, and the
rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms
of the Plan, which are incorporated herein by reference, shall control. By
signing this Award Notice, you acknowledge receipt of a copy of the Plan
and a copy of the Prospectus for the Plan dated May 13, 2004.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
SLADE'S FERRY BANCORP
2004 EQUITY INCENTIVE PLAN
Beneficiary Designation Form
GENERAL
INFORMATION Use this form to designate the Beneficiary(ies) who will
receive Shares available for distribution at the time of
your death.
Name of
Award Recipient _________________________ Social Security Number ___-__-____
BENEFICIARY Complete sections A and B. If no percentage shares are
DESIGNATION specified, each Beneficiary in the same class (primary or
contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining
Beneficiary in the same class (primary or contingent) shall
be increased proportionately.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as
my primary Beneficiary under the Plan, reserving the right to change or
revoke this designation at any time prior to my death:
Name Address Relationship Birthdate Share
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
Total=100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following
person(s) as my contingent Beneficiary(ies) under the Plan to receive
benefits only if all of my primary Beneficiaries should predecease me,
reserving the right to change or revoke this designation at any time prior
to my death with respect to all outstanding Awarded Shares:
Name Address Relationship Birthdate Share
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
____________________
____________________ ____________________ ____________ _________ _________%
Total=100%
S H I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the Personnel
I E Committee of Slade's Ferry Bancorp prior to my death, and that it
is subject to all of the terms and conditions of the Plan. I also
G R understand that an effective Beneficiary designation revokes my prior
designation(s) with respect to all outstanding Awarded Shares.
N E
________________________________________ ______________________
Your Signature Date
___________________________ Internal Use Only _______________________________
This Beneficiary Designation was received Comments
by the Personnel Committee of Slade's Ferry
Bancorp on the date indicated.
By ________________________ ______________
Authorized Signature Date