EXHIBIT 4.3
CITIZENS FIRST BANCORP, INC.
MANAGEMENT RESTRICTED STOCK PURCHASE PLAN
(As Amended and Restated Effective June 1, 2002)
1. Purpose.
(a) The purpose of the Citizens First Bancorp, Inc. Amended and
Restated Management Restricted Stock Purchase Plan (the "Plan"
or this "Plan") is to further align the interests of
management personnel with the interests of the shareholders of
Citizens First Bancorp, Inc. (together with any entity owned
or controlled thereby, the "Corporation"), and to contribute
to the growth and profits of the Corporation. In doing so, the
Corporation also will be better able to attract and retain
highly qualified management personnel.
(b) The Plan will allow a select group of management to acquire
the Corporation's Common Stock through deferral of incentive
bonuses payable under the Corporation's Employee Incentive
Bonus Program ("Incentive Bonuses"), and the Corporation will
match these deferrals with additional shares of the
Corporation's Common Stock in the manner set forth in, and
subject to the terms and conditions of, this Plan.
2. Effective Date. This Plan amends and restates, and replaces and supersedes in
its entirety, the Citizens First Bancorp, Inc. Management Restricted Stock
Purchase Plan dated June 1, 2002. This amendment and restatement, is effective
June 1, 2002 (the "Effective Date").
3. Management Compensation Committee.
(a) The Committee appointed by the Corporation's Board of
Directors to administer the Corporation's 2001 Stock-Based
Incentive Plan (the "Committee") shall administer this Plan.
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(b) Decisions and determinations as to the number and identity of
participants, and as to any other matters relating to the
Plan, including matters related to the Administration of
Excess Accounts described in Section 5(e), shall rest with the
Committee. The Corporation's management will make
recommendations to the Committee, but the Committee will not
be bound by such recommendations and will make its own final
determinations.
(c) Action may be taken by the Committee at a meeting, or by
written consent, which action is approved by a majority of the
Committee's Members.
(d) All determinations and decisions of the Committee shall be
final, binding and conclusive upon all parties.
4. Eligibility for Management Incentive Awards.
(a) Eligibility. Prior to the beginning of the each "Plan Year"
(as defined below), the Committee will designate each key
executive who is eligible to participate in this Plan for such
Plan Year. As used in this Agreement, the first "Plan Year"
will mean the portion of the year beginning with the Effective
Date and continuing through and including December 31, 2002.
Thereafter, each "Plan Year" will correspond to each fiscal
year of the Corporation.
(b) Participation. An eligible key executive so designated by the
Committee will have the right to elect irrevocably to
participate in the Plan (each, a "Participant") for the
upcoming Plan Year by giving written notice to that effect to
the Committee on the form(s) provided by the Committee. The
Participant will give such notice before the beginning of the
Plan Year for which the Incentive Bonus will be earned or for
the first Plan Year within 30 days of the key executive
becoming eligible for participation in the Plan.
5. Awards of Restricted Stock Units.
(a) Election. Subject to the terms and conditions of this Plan,
including the next sentence, for any Plan Year, a Participant
will have the right to elect irrevocably
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to defer under this Plan all or any portion of the
Participant's Incentive Bonus earned under the Corporation's
Employee Incentive Bonus Plan for such Plan Year (the amount
so deferred, "Deferred Incentive Bonus"). For the first Plan
Year, the Incentive Bonus that will be eligible to be deferred
by any Participant under this Plan will be only the portion of
the Participant's total Incentive Bonus earned under the
Corporation's Employee Incentive Bonus Plan during the first
Plan Year and only that portion of such Incentive Bonus that
was earned for the period of time after the Participant makes
his or her election with regard to the first Plan Year.
(b) Participant RSU Accounts. The Corporation shall establish a
restricted stock unit bookkeeping account ("RSU Account") for
each Participant. Except as limited by Section 5(e), for each
applicable Plan Year, each Participant's RSU Account shall be
credited with a number of restricted stock units ("RSUs")
equal to the dollar amount of the Deferred Incentive Bonus for
the applicable Plan Year divided by the Fair Market Value (as
defined in this Section 5(b)) of the Corporation's Common
Stock on the last trading day of the Plan Year for which the
Deferred Incentive Bonus was earned. As used in this Plan,
"Fair Market Value" means the closing price of the Common
Stock of the Corporation on the last trading day of the
applicable Plan Year on which such Common Stock was traded on
a public exchange or the Nasdaq National Market. A
Participant's RSU Account shall be adjusted to reflect stock
splits, stock dividends, mergers, recapitalizations or other
events, as determined by the Committee, in its sole
discretion, to be equitable from time to time; provided that,
as contemplated by Section 5(e), in no event will the number
of RSUs exceed 25,000 prior to the time the Corporation's
shareholders have approved this Plan and, in the event that
any such adjustment would otherwise be equitable prior to such
approval, the Committee will limit the total aggregate number
of RSUs to 25,000 in all Participant Accounts and provide for
other appropriate equitable adjustments such as establishing
or adding to Excess Accounts (as contemplated by Section
5(e)).
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(c) Corporate Match. Subject to Section 5(e), for every four full
RSUs credited to a Participant's RSU Account pursuant to
Section 5(b), the Corporation shall credit the Participant's
RSU Account with one additional RSU.
(d) Dividend Equivalents. The Committee may determine that any RSU
will carry with it until paid a dividend equivalent which will
entitle the holder to receive payments from the Corporation
equal to the cash dividends paid per share of Common Stock of
the Corporation during the periods from the time of credit to
the time the shares are delivered to the Participant. Subject
to Section 5(e), payment of dividend equivalents may be made
in cash or stock and at such time or times as determined by
the Committee. Dividend equivalents shall be subject to the
same forfeiture and other provisions as the RSUs.
(e) Maximum RSUs Credited Under the Plan. Notwithstanding anything
to the contrary in this Plan or any other document, prior to
the approval of this Plan by the Corporation's shareholders,
the total number of RSUs that the Corporation may credit to
all of the Participant RSU Accounts under the Plan (including
RSUs credited under Section 5(c) and Section 5(d)) shall not
exceed 25,000 RSUs. If, in any Plan Year prior to the approval
of this Plan by the Corporation, the sum of (i) the total
number of RSUs previously credited to all of the Participant
RSU Accounts under the Plan in the preceding Plan Year(s), and
(ii) the total number of RSUs intended to be credited to all
of the Participant RSU Accounts for the current Plan Year
without regard to the limit in the first sentence of this
Section 5(e) would exceed 25,000 RSUs, then, for that Plan
Year, the Corporation shall credit to all of the Participant
RSU Accounts a total number of RSUs not to exceed 25,000 RSUs
less the RSUs previously credited to all of the Participant
RSU Accounts (such difference, the "Remaining RSUs"). The
Remaining RSUs will be allocated among the Participants' RSU
Accounts as follows: Each Participant's RSU Account shall be
credited with a number of RSUs equal to the product of the
number of the Remaining RSUs multiplied by a fraction, the
numerator of which is the number of RSUs that would have been
credited to the Participant's RSU Account ignoring the 25,000
aggregate RSU limit, and the denominator of which is the total
number of RSUs that would have been credited
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to all of the Participant RSU Accounts ignoring the 25,000
aggregate RSU limit, in each case with such product rounded
down to the nearest whole number. If, as a result of the
foregoing 25,000 aggregate RSU limit, a Participant does not
receive all of the RSUs to which he or she would otherwise be
entitled, then the Corporation will create an account for such
Participant (each, an "Excess Account") and will credit such
Excess Account with an amount in cash equal to the portion of
such Participant's Deferred Incentive Bonus attributable to
RSUs that could not be credited as a result of the foregoing
25,000 aggregate RSU limit for the applicable Plan Year. In
the subsequent Plan Year in which the Corporation's
shareholders approve this Plan, the Participant's RSU Account
will then be credited with RSUs in the manner set forth in
Sections 5(b) and 5(c) based on the Deferred Incentive Bonus
amounts credited to the Participant's Excess Account.
(f) Issuance of Certificates. Except as otherwise provided herein,
each RSU shall become distributable as soon as practical
following the last day of a Participant's employment with
Corporation. The Corporation shall issue and deliver to such
Participant, or shall cause to be issued and delivered to such
Participant, as soon as practicable, one share of its Common
Stock for every distributable RSU credited to such
Participant's RSU Account; provided that the Corporation shall
have the right to require a Participant to remit to the
Corporation an amount sufficient to satisfy any withholding
tax requirement or to deduct from all distributions amounts
sufficient to satisfy withholding requirements.
(g) Acceleration. The Committee shall have the authority to alter
the timing or form of distribution of RSUs in one or more of
the following circumstances:
(i) In the event that the Participant establishes, to the
satisfaction of the Committee, severe financial
hardship, then the Committee may, in its sole
discretion, provide that all or a portion of the RSUs
credited to a Participant's RSU Account shall
immediately be distributed in the form of shares of
the Corporation's Common Stock. For purposes of this
subparagraph, "severe financial hardship" shall be
determined by the Committee, in its sole discretion,
in accordance with all applicable laws.
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The Committee's decision with respect to severe
financial hardship and distributions shall be final,
conclusive, and not subject to appeal.
(ii) In the event of a Change in Control, as defined in
the Corporation's 2001 Stock-Based Incentive Plan.
(h) Rights as a Shareholder. A Participant shall have no rights of
a shareholder of the Corporation with respect to the RSUs in
any Participant's RSU Account. The Corporation will have the
right to, but will not be required to, prepare for its
obligations hereunder by issuing Common Stock in the name of
the trustee of any grantor trust maintained or established by
the Corporation for this purpose (any such trust(s) together,
the "Trust"). Any shares of the Corporation's Common Stock
deposited in the Trust will be subject to the Corporation's
general creditors, including, without limitation, if the
Corporation becomes insolvent or has a receiver or a trustee
appointed for its assets or becomes involved in a bankruptcy
or similar proceeding. Any such Trust and any assets held in
such Trust will conform to the terms of the model trust, as
described in Rev. Proc. 92-64. In the event the Corporation
elects to transfer shares of its Common Stock to the Trust,
the trustee shall have all the rights of a shareholder,
including the right to vote the shares and to receive
dividends and other distributions paid or made with respect
thereto.
(i) Time and Conditions.
(i) Stock certificates attributable to RSUs which have
not been issued and delivered prior to a
Participant's death, together with all amounts in the
Participant's Excess Account, shall be delivered or
distributed to the Participant's beneficiary or
beneficiaries. Each Participant may designate on the
prescribed form filed with the Committee one or more
beneficiaries. Participants may change such
designation at any time by filing the prescribed form
with the Committee. If a beneficiary has not been
designated or no designated beneficiary survives the
Participant, any RSUs which become distributable
after the Participant's death, together with any
amounts in the Participant's Excess Account, if any,
will be delivered to the Participant's surviving
spouse, as beneficiary if such
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spouse is still living or, if not living, in equal
shares to the then living children of the
Participant, as beneficiaries, or, if none, to the
Participant's estate, as beneficiary. The Committee,
in its sole discretion, shall determine the form and
time of any distribution(s) to the Participant's
beneficiary or beneficiaries.
(ii) Until stock certificates are delivered or
distributed, RSUs credited to a Participant's RSU
Account attributable to the Corporate Match shall be
canceled and forfeited under the following
circumstances:
(A) The Participant's employment is terminated
for "Just Cause" (as defined in the
Corporation's 2001 Stock-Based Incentive
Plan), or the Participant terminates
employment with the Corporation at a time
when Just Cause for dismissal exists; or
(B) The Participant, before or after the
termination of Participant's employment,
breaches any of the covenants contained in
an award agreement executed pursuant to
Corporation's 2001 Stock-Based Incentive
Plan; or
(C) The Participant is indebted to the
Corporation at the time when the Participant
becomes entitled to a distribution of an
award under the Plan following termination
of employment with the Corporation. In such
case, unless the Committee directs
otherwise, any distribution shall be offset
in the amount of the indebtedness, by
canceling the number of RSUs (or stock
certificates) whose Fair Market Value equals
the amount of the indebtedness, and the
Participant's indebtedness to the
Corporation shall be extinguished to the
extent of such offset.
6. Administration, Amendment and Termination of the Plan.
(a) The Committee shall have the power and authority to interpret
and administer the Plan. The Board of Directors may, at any
time, alter, amend or terminate the Plan; provided, however,
that no alteration, amendment or termination shall be
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valid or effective if such alteration, amendment or
termination would adversely affect the value of any
Participant's RSU Account or Excess Account, if any, under the
Plan, whether or not the Participant's employment had
terminated at the time the alteration, amendment or
termination was approved.
(b) The Committee is authorized in its sole discretion, to use the
Trust for the purpose of administering and accounting for the
liabilities incurred under the Plan; provided, however, that
no Participant shall be considered to have a beneficial
ownership interest (or any other sort of interest) in any
specific asset of the Corporation or any of its subsidiaries
or affiliates as a result of the creation of the Trust or the
transfer of funds or other property to the Trust.
(c) It is the Corporation's intention that this Plan shall be
unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.
All amounts deferred under this Plan shall continue for all
purposes to be part of the general funds of the Company, and
the Plan shall constitute a mere promise by the Company to
make benefit payments in the future. To the extent that any
Participant acquires the right to receive benefits from the
Corporation under this Plan, such right shall be no greater
than the right of any other unsecured general creditor of the
Company.
7. Non-Assignability. Except as otherwise determined by the Committee, a
Participant will not have the right to assign RSUs in the Participant's RSU
Account or amounts in the Participant's Excess Account. For purposes of the
preceding sentence, an assignment will include any anticipation, alienation,
assignment, transfer, sale or other disposition of any kind or nature, either by
voluntary or involuntary assignment or by operation of law, including, but
without limitation, garnishment, attachment or other creditor's process. Any
purported assignment in violation hereof shall be void.
8. Corporation. As used in this Plan, the term "Corporation" means Citizens
First Bancorp, Inc. and, where the context so requires, any entity owned or
controlled by the Corporation.
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