S
PROVIDENT BANCORP, INC.
2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE
__________-_____-_______
- ----------------------------------------------- Social Security Number
Name of Award Recipient
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Street Address
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City State ZIP Code
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the
Provident Bancorp, Inc. 2004 Stock Incentive Plan. Set forth below are the
specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
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Restricted Stock
Award (A) (B) (C) (D) (E) (F)
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- ---------------------- --------------- --------------- -------------- -------------- ---------------- ----------------
Effective Date
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Class of Shares* Common 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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*Subject to adjustment as provided in the Plan and the General Terms and
Conditions.
By signing where indicated below, Provident Bancorp, Inc. (the "Company") grants
this Restricted Stock Award upon the specified terms and conditions, and the
Restricted Stock 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
PROVIDENT BANCORP, INC. AWARD RECIPIENT
By
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Name Print Name:
Title:
Instructions: This page should be completed by or on behalf of the Executive
Compensation Committee. Any blank space intentionally left blank should be
crossed out. A Restricted Stock Award consists of shares granted with uniform
terms and conditions. Where shares granted under a Restricted Stock 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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PROVIDENT BANCORP, INC 2004 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE
General Terms and Conditions
Section 1. Size and Type of Award. The shares of Common Stock of Provident
Bancorp, Inc. ("Shares") covered by this Award ("Awarded Shares") are listed on
the Restricted Stock Award Notice. The Restricted Stock Award Notice designates
the Awarded Shares as Escrow.
Your Awarded Shares will be held in the name of the Plan
Trustee on a pooled basis with other Awarded Shares. 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 the Award Notice. On each Vesting Date, you will obtain
unrestricted ownership of the Awarded Shares that vest on that Vesting Date. A
stock certificate evidencing unrestricted ownership will be transferred to you.
(b) Vesting Conditions. There are conditions you must satisfy before your
Restricted Stock Award will vest:
Outside Directors. If you receive your Restricted Stock Award
for services of an outside Director, you must remain in a
continuous service from the Effective Date shown on the Restricted
Stock Award Notice through the relevant Vesting Date.
Employees. If you receive your Restricted Stock Award for
services as an officer or employee, you must remain in continuous
service from the Effective Date shown on the Restricted Stock Award
Notice through the relevant Vesting Date
(c) 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. 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
must be returned to the Plan Trustee 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.
(d) 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 or Disability (as defined in the
Plan) before your termination of service with the Company. In addition, if your
service terminates due to Retirement (as defined in the Plan) or in the event a
Change of Control (as defined in the Plan) occurs before you terminate service
with the Company, then any Awarded Shares not theretofore forfeited shall become
immediately vested on the date of your Retirement or Change of Control. You may
designate a Beneficiary to receive any Awarded Shares that vest upon your death
using the Beneficiary Designation attached as Appendix A. To qualify for
Retirement, you must, as of the termination date, have attained age 65, or
attained age 55 and have at least 10 consecutive years of service, and must
enter into a retirement agreement with the Company in a form approved by the
Committee under which you agree, for a period of 2 years, to provide consulting
services to the Company and Provident Bank and to refrain from competing with or
soliciting employees and customers of the Company and Provident Bank.
(e) 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 Provident Bank.
Section 3. Dividends. Your Awarded Shares are designated as 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 the Plan Trustee to remit to the Company for payment to you any dividends
that may be received 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
Legended Certificates, 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 Plan Trustee, the Plan Trustee will ask you for
voting directions and will follow your directions in voting your unvested
Awarded Shares.
Page 1 of 3
Section 5. Taxes. Where any person is entitled to receive Shares pursuant
to the Restricted Stock Award granted hereunder, the Company shall have the
right to require such person to pay to the Company the amount of any tax which
the Company is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Shares to
cover the amount required to be withheld.
Section 6. Notices. Any communication required or permitted to be given
under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
If to the Recipient, to the Recipient's address as shown in
the Company's records.
Section 7. Restrictions on Transfer. The Restricted Stock Award granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such award be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Recipient
other than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary, complete the attached Appendix A
and file it with the Corporate Secretary of Provident Bancorp, Inc.
Section 8. Successors and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the Company and the Recipient and their
respective heirs, successors and assigns.
Section 9. Construction of Language. Whenever appropriate in the Agreement,
words used in the singular may be read in the plural, words used in the plural
may be read in the singular, and words importing the masculine gender may be
read as referring equally to the feminine or the neuter. Any reference to a
section shall be a reference to a section of this Agreement, unless the context
clearly indicates otherwise. Capitalized terms not specifically defined herein
shall have the meanings assigned to them under the Plan.
Section 10. Governing Law. This Agreement shall be construed, administered
and enforced according to the laws of the State of New York without giving
effect to the conflict of laws principles thereof, except to the extent that
such laws are preempted by the federal law. The federal and state courts having
jurisdiction in Rockland County, New York shall have exclusive jurisdiction over
any claim, action, complaint or lawsuit brought under the terms of the Plan. By
accepting any Award granted under this Agreement, the Recipient, and any other
person claiming any rights under the Agreement, agrees to submit himself, and
any such legal action as he shall bring under the Plan, to the sole jurisdiction
of such courts for the adjudication and resolution of any such disputes.
Section 11. Amendment. This Agreement 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 the Company and the
Recipient.
Section 12. Plan Provisions Control. This Agreement 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 Agreement, the terms of the Plan, which are
incorporated herein by reference, shall control. By signing this Agreement, the
Recipient acknowledges receipt of a copy of the Plan. The Recipient acknowledges
that he or she may not and will not rely on any statement of account or other
communication or document issued in connection with the Plan other than the
Plan, this Agreement, and any document signed by an authorized representative of
the Company that is designated as an amendment of the Plan or this Agreement.
Page 2 of 3
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
PROVIDENT BANCORP, INC. 2004 STOCK INCENTIVE PLAN
Beneficiary Designation Form - Restricted Stock
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GENERAL Use this form to designate the Beneficiary(ies) who may receive
INFORMATION Restricted Stock Awards that become vested at your death.
Name of Person
Making Designation
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Social Security Number ______--_____--__________
BENEFICIARY Complete sections A and B. If no percentage shares are specified,
DESIGNATION 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
------------------- ------------ --------- -----%
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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 as to all outstanding
Options:
Name Address Relationship Birthdate Share
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Total = 100%
S H I understand that this Beneficiary Designation shall be effective
I E only if properly completed and received by theCorporate Secretary of
G R Provident Bancorp, Inc. prior to my death, and that it is subject to
N E all of the terms andconditions of the Plan. I also understand that an
effective Beneficiary designation revokes my prior designation(s)
with respect to all outstanding Restricted Stock Awards
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Your Signature Date
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- -------------------------------Internal Use Only--------------------------------
This Beneficiary Designation was Comments
received by the Corporate Secretary
of Provident Bancorp, Inc. on the date indicated.
By
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Authorized Signature Date