EXHIBIT 4.1
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WESTBANK CORPORATION
2004 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
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NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
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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 an Award has been granted under the Westbank Corporation
2004 Recognition and Retention 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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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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*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Westbank Corporation (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.
WESTBANK CORPORATION AWARD RECIPIENT
By ___________________________ ________________________________
NAME:
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
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INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
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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WESTBANK CORPORATION
2004 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD
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GENERAL TERMS AND CONDITIONS
SECTION 1. SIZE AND TYPE OF AWARD. The shares of Common Stock, par value $2.00
per share, of Westbank Corporation ("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 and held in a brokerage account at Merrill
Merchants Bank, the Plan Trustee. 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 will be required to 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, as amended. 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 Trustee 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 placed in a brokerage account for you at Merrill Merchants Bank.
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 deposited in
your brokerage account at Merrill Merchants Bank. 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. 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 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.
(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 in the Plan), Retirement (as defined in the Plan) or in the event a
Change of Control (as defined in the Plan). 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 its affiliates.
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 at Merrill Merchants Bank 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 Merrill Merchants
Bank 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 at Merrill Merchants Bank, 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.
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.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
WESTBANK CORPORATION
2004 RECOGNITION AND RETENTION PLAN
BENEFICIARY DESIGNATION FORM
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GENERAL Use this form to designate the Beneficiary(ies) who will
INFORMATION receive Shares available for distribution at the time of
your death.
Name of Social Security Number
Award
Recipient ____________________________ _______-_____-_______
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
%
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%
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%
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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 with respect to all
outstanding Awarded Shares:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
%
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%
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%
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S H I understand that this Beneficiary Designation shall be effective only
I E if properly completed and received by the Corporate Secretary of
G R Westbank Corporation prior to my death, and that it is subject to all
N E of the terms and conditions of the Plan. I also understand that an
effective Beneficiary designation revokes my prior designation(s) with
respect to all outstanding Awarded Shares.
__________________________________ ______________________
YOUR SIGNATURE DATE
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______________________________ Internal Use Only _______________________________
This Beneficiary Designation was received by the Corporate Comments
Secretary of Westbank Corporation on the date indicated.
By _____________________________________ ______________
AUTHORIZED SIGNATURE DATE