EXHIBIT 10.4
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 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 certificate or certificates representing the Recipient's
Restricted Stock Award shall be held in custody by the Company until the
restrictions have lapsed.
D. The Recipient shall have the right to vote the shares of Restricted
Stock during the Restricted Period, provided that all voting rights shall lapse
and terminate if the shares of Restricted Stock are forfeited pursuant to
Paragraph E below. Cash dividends paid during the Restricted Period with respect
to the shares of Restricted Stock shall be distributed to the Recipient when
paid upon the underlying shares of common stock, and dividends payable in stock
shall be paid in the form of additional Restricted Stock.
E. Upon the cessation of a Recipient's service with the Bank (or an
affiliate) for any reason other than death, disability or Change in Control (as
defined in the Plan), all shares of Restricted Stock awarded to such Recipient
which have not vested as of the date of cessation of service shall be forfeited
by such Recipient. In the event the Recipient ceases to maintain service with
the Bank, the Company or an affiliate due to death, disability or following a
Change in Control, the Restricted Stock allocated to the Recipient which, as of
the date of cessation of service has not yet vested, shall be deemed to vest as
of the Recipient's last day of service with the Bank, the Company or an
affiliate.
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F. At the time the Restricted Stock vests under the Plan, the Company shall
deliver to the Recipient shares of common stock of the Company representing the
amount earned, absent any restrictions that may have been imposed under the
Plan. Upon delivery of the shares of common stock to the Recipient, the
Recipient shall execute and return to the Company an Acknowledgment of Receipt
of Earned Shares, in the form attached hereto.
G. A copy of the Plan governing this Restricted Stock Award is attached
hereto. The Recipient is invited to review all the provisions of the Plan
governing this award.
H. The Recipient acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that he is familiar with the terms and
provisions thereof. The Recipient hereby accepts this award, subject to all the
terms and provisions of the Plan. The Recipient hereby agrees to accept as
binding, conclusive, and final, all decisions and interpretations of the
Committee upon any questions arising under the Plan. As a condition to the
issuance of shares of common stock of the Company under this award, the
Recipient authorizes the Company to deduct from the settlement of an award any
taxes required to be withheld by the Company under federal, state, or local law
as a result of his receipt of this award.
Date:
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ATTEST: WAUWATOSA HOLDINGS, INC.
_______________________________ ___________________________________
WITNESS: RECIPIENT
_______________________________ ___________________________________
This Restricted Stock Agreement must be executed in duplicate originals, with
one original retained by the Company and one original retained by the Recipient.