Maryland
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90-1026709
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)Incorporation or Organization)
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Mr. Douglas S. Gordon
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Edward A. Quint, Esquire
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President and Chief Executive Officer
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Luse Gorman, PC
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Waterstone Financial, Inc.
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5335 Wisconsin Ave., N.W., Suite 780
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11200 W. Plank Court
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Washington, DC 20015-2035
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Wauwatosa, Wisconsin 53226
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(202) 274-2000
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(414) 761-1000
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ◻
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Accelerated filer ⌧
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Non-accelerated filer ◻ (Do not check if a smaller reporting company)
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Smaller reporting company ◻
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Emerging growth company ◻
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Title of
Securities
to be
Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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1,240,000 (2)
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$14.92 (3)
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$18,500,800
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$2,019
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Common stock, par value $0.01 per share
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10,000 (4)
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$14.91 (5)
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$149,000
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$16
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(1)
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Represents the maximum number of shares of the registrant’s common stock, par value $0.01 (“Common Stock”) reserved for issuance under the Waterstone Financial, Inc. 2020 Omnibus Incentive Plan (the
“Incentive Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement also covers additional shares that may become issuable under the Incentive Plan by reason of certain
corporate transactions or events, including any stock split, stock dividend or similar adjustment of the outstanding common stock of Waterstone Financial, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).
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(2)
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Determined pursuant to 17 C.F.R. Section 230.457(h) and based upon the high and low sales price of the Company’s Common Stock as reported on the Nasdaq Global Select Market.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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*
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Attached as Exhibit 5
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**
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Attached as Exhibit 10.2
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Attached as Exhibit 10.3
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Attached as Exhibit 10.4
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Attached as Exhibit 10.5
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Attached as Exhibit 10.6
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Attached as Exhibit 23.2
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Contained on Signature
Page
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* |
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-189160) filed by the Company under the Securities Act, with the Commission on June 7, 2013, and all amendments or reports filed for the
purpose of updating such description.
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** |
Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of Waterstone Financial, Inc. (File No. 001-36271), filed by Waterstone Financial, Inc. under the Securities Exchange Act of 1934 on
April 9, 2020.
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1.
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
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Signatures
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Title
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Date
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/s/ Douglas S. Gordon
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President and Chief Executive Officer and Director
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October 1, 2020
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Douglas S. Gordon
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(Principal Executive Officer)
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/s/ Mark R. Gerke
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Executive Vice President and Chief Financial Officer |
October 1, 2020
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Mark R. Gerke
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(Principal Financial and Accounting Officer)
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Chairman and Director
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Patrick S. Lawton
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/s/ Ellen S. Bartel
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Director
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October 1, 2020 |
Ellen S. Bartel
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/s/ Thomas E. Dalum
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Director
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October 1, 2020 |
Thomas E. Dalum
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/s/ Michael L. Hansen
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Director
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October 1, 2020 |
Michael L. Hansen
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Director
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Kristine A. Rappe
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Director
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Stephen J. Schmidt
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Re: |
Waterstone Financial, Inc. – Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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6. |
Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the
vesting schedule specified herein.
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7. |
Exercise Procedure. The vested portion of this Option may be exercised in whole or in part by signing on to the website of UBS, our third-party stock
plan administrator, at www.ubs.com/onesource/wsbf and following the prompts on the website. If a Participant has questions regarding the exercise of his/her
Option, the Participant may contact the Company’s UBS representative (as listed on the website above) or by contacting the Bank’s Human Resources Department at (XXX)-XXX-XXXX.
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8.1 |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and
the applicable requirements of any securities exchange or similar entity.
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9.1 |
Upon the occurrence of a Change in Control, any Option awarded hereunder that is not replaced by a Replacement Award, as defined in Section 9(c) of the Plan, will become fully vest and exercisable, except to the
extent that another Award meeting the requirements of Section 9(c) of the Plan is provided to the Participant to replace such Award. Any Award replaced by a Replacement Award shall be referred to herein as a “Replaced Award.”
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9.2 |
In the event of a Change in Control, if a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. An Award will be considered a Replacement Award if: (i) it is of the same type
as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(d); (iii) the underlying Replaced
Award was an equity-based award and related to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a
Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section 9(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control,
in its sole discretion.
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9.3 |
In the event of a Termination of Service by the Company other than for Cause within 24 months following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become
fully vested and exercisable, subject to the expiration provisions otherwise applicable to the Option. For the avoidance of doubt, any Option held by the Participant as of the date of the Change in Control that remains outstanding hereunder
as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Option.
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9.4 |
A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the
Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to
termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of
the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to
termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to
termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). The term “Retirement” shall have the meaning set
forth in Section 1(dd) of the Plan. Options exercised more than three months following Retirement will not have ISO treatment.
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(iv)
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Termination for Cause. If the Participant’s Service has terminated for Cause, all Options that have not been
exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death,
Disability, Termination of Service by the Company other than for Cause within 24 months following a Change in Control, Retirement or for Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the
extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a grantor trust
established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day
of such transfer.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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12.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not
exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the
Company of any such law, regulation or order or any provision thereof.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:_________
(subject to adjustment pursuant to Section 10 hereof).
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•
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This is a Non-Qualified Option.
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6. |
Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the
vesting schedule specified herein.
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7. |
Exercise Procedure. The vested portion of this Option may be exercised in whole or in part by signing on to the website of UBS, our third-party stock plan administrator, at
www.ubs.com/onesource/wsbf and following the prompts on the website. If a Participant has questions regarding the exercise of his/her Option, the Participant may contact the Company’s UBS representative (as listed on the website above) or by
contacting the Bank’s Human Resources Department at (XXX)-XXX-XXXX.
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8.1 |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and
the applicable requirements of any securities exchange or similar entity.
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9.1 |
Upon the occurrence of a Change in Control, any Option awarded hereunder that is not replaced by a Replacement Award, as defined in Section 9(c) of the Plan, will become fully vest and exercisable, except to the
extent that another Award meeting the requirements of Section 9(c) of the Plan is provided to the Participant to replace such Award. Any Award replaced by a Replacement Award shall be referred to herein as a “Replaced Award.”
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9.2 |
In the event of a Change in Control, if a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. An Award will be considered a Replacement Award if: (i) it is of the same type
as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(d); (iii) the underlying Replaced
Award was an equity-based award and related to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a
Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section 9(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control,
in its sole discretion.
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9.3 |
In the event of a Termination of Service by the Company other than for Cause at or within 24 months following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will
become fully vested and exercisable, subject to the expiration provisions otherwise applicable to the Option. For the avoidance of doubt, any Option held by the Participant as of the date of the Change in Control that remains outstanding
hereunder as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Option.
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9.4 |
A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the
Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to
termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of
the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to
termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of Retirement, subject to
termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). The term “Retirement” shall have the meaning set
forth in Section 1(dd) of the Plan.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not
been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death,
Disability, Termination of Service by the Company other than Cause within 24 months following a Change in Control, Retirement, or for Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the
extent it was exercisable at the time of such termination, for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Options under the Plan may be transferable (1) by will or by the laws of descent and distribution, and if vested (2) to a grantor trust established by the Participant or (3) between spouses incident to a divorce or
pursuant to a domestic relations order. At the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant once vested, provided, however, that such transfers will be limited to
“immediate family members” of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the
Participant. For these purposes, “immediate family members” include any of the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law,
fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law or sisters-in-law, including relationships created by adoption.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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12.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will not
exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or the
Company of any such law, regulation or order or any provision thereof.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.
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6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant after the Restricted Stock vests. If the
Restricted Stock does not vest, the dividends will be forfeited by the Participant. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time
as the shares of Restricted Stock from which said dividends were derived.
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7. |
Delivery of Shares.
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8. |
Change in Control
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8.1 |
Upon the occurrence of a Change in Control, any Restricted Stock Award awarded hereunder that is not replaced by a Replacement Award, as defined in Section 9(c) of the Plan, will vest in full, and be deemed earned
and payable in an amount equal to the full value of such Award, except to the extent that another Award meeting the requirements of Section 9(c) of the Plan is provided to the Participant to replace such Award. Any Award replaced by a
Replacement Award shall be referred to herein as a “Replaced Award.”
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8.2 |
In the event of a Change in Control, if a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. An Award will be considered a Replacement Award if: (i) it is of the same type
as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(d); (iii) the underlying Replaced
Award was an equity-based award and related to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a
Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section 9(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control,
in its sole discretion.
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8.3 |
In the event of a Termination of Service by the Company other than for Cause at or within 24 months following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.4 |
A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares
subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason
of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.
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(iii)
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Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock that has not
vested as of the date of Termination of Service will expire and be forfeited.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock
granted to a Participant that has not vested will be forfeited.
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(v)
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Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Termination of Service
by the Company other than for Cause within 24 months following a Change in Control, Retirement, Retirement or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of
Service will be forfeited.
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11.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Wisconsin.
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11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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3. |
Target number of Restricted Stock Units granted at Target. [##____##]
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5. |
Performance Goal(s)/Vesting Schedule. Except as otherwise provided in this Agreement, this Performance Award is earned at the end of the measurement period (sometimes
referred to herein as the “performance period”) based on the level of achievement of the Performance Goal(s). The measurement period for the Award is the three (3) calendar years from [Year 1] through
[Year 3]. The determination date for purposes of vesting of the Award will be no later than March 15, [Year 4] (or as soon thereafter during [Year 4] as achievement or non-achievement of the performance measure can be determined, with any earlier or delayed date being deemed the “determination date”). In order to vest in the Award: (i) the
Committee must certify in writing, the level at which the performance measure was, in fact, satisfied and (ii) the Participant must be employed on the determination date, unless vesting is accelerated due to the Participant’s death or
Disability or following a Change in Control.
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6. |
Terms and Conditions.
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6.1 |
Voting Rights. Restricted Stock Units are not shares of Stock. The Participant will have no voting right with respect to any Restricted Stock Unit granted hereunder.
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6.2 |
Dividend Equivalent Rights. If set forth in the Committee’s grant resolutions and noted by checking the box below, cash dividend equivalents
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7. |
Delivery of Shares.
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8.1 |
Upon the occurrence of a Change in Control, any Restricted Stock Unit awarded hereunder that is not replaced by a Replacement Award, as defined in Section 9(c) of the Plan, will vest based upon an assumed
achievement of the performance goals at the greater of the target level or actual achievement level (measured at the date of the Change in Control), taking into account performance through the latest date preceding the Change in Control as to
which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period. Any Award replaced by a Replacement Award shall be referred to herein as a “Replaced Award.”
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8.2 |
In the event of a Change in Control, if a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. An Award will be considered a Replacement Award if: (i) it is of the same type
as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(d); (iii) the underlying Replaced
Award was an equity-based award and related to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a
Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section 9(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control,
in its sole discretion.
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8.3 |
In the event of a Termination of Service by the Company other than for Cause at or within 24 months following a Change in Control, all Replacement Awards held by the Participant will vest in full and be free of
restrictions, and be deemed to be earned in full, at the greater of (x) the applicable target level and (y) the level of achievement of the Performance Goals as determined by the Committee taking into account performance through the latest
date preceding the Termination of Service as to which performance can be determined (but not later than the end of the applicable performance period).
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8.4 |
A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.
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(i)
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Death. In the event of the Participant’s termination of service by reason of the Participant’s death, all Restricted Stock Units will vest at the
(i) greater of target or actual achievement (if known) at the Participant’s date of death, multiplied by a fraction, the numerator of which is the full months worked by the Participant during the performance period and the denominator of
which is the total months in the performance period.
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(ii)
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Disability. In the event of the Participant’s termination of service by reason of Disability, all Restricted Stock Units will vest at the (i)
greater of target or actual achievement (if known) as of the date of the Participant’s termination of service due to Disability, multiplied by a fraction, the numerator of which is the full months worked by the Participant during the
performance period and the denominator of which is the total months in the performance period.
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(iii)
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Retirement. In the event of the Participant’s termination of service by reason of Retirement, Restricted Stock Units that are granted as Performance Awards hereunder shall vest as follows: vesting shall not be accelerated to the retirement date, but at the end of the measurement period, the Participant
may vest in a portion of the Award on a pro rata basis by multiplying: (i) the number of shares of Stock that would have been earned by the Participant based on achievement of the performance measures over the measurement period (as set
forth on Exhibit A) by a fraction, the numerator of which is the full months worked by the Participant during the performance period and the denominator of which is the total months in the
performance period (i.e., 18 months out of 36 months equals 50%). For these purposes, a Participant will be deemed to have a termination of service due to
“Retirement” if the Participant terminates Service voluntarily with the Company or an Affiliate on or after attainment of either (i) age 65 or
(ii) age 60 with ten years of service (measured from a participant’s date of hire). Notwithstanding anything herein to the contrary, the Participant shall not be eligible for, or shall forfeit the entire Award if the Participant
violates the terms of the noncompete requirements set forth in Section 11.6 hereof within the first year after Retirement.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock Units granted to a Participant hereunder
will expire and be forfeited.
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(v)
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Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Termination of
Service by the Company other than for Cause within 24 months following a Change in Control, Retirement or for Cause, all Restricted Stock Units awarded to the Participant hereunder which have not vested as of the date of termination of
service will expire and be forfeited.
|
|
11.1 |
No Performance Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and shares of Stock are
transferred to the Participant.
|
|
11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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|
11.3 |
Restricted Stock Units are not transferable prior to the time such Awards vest in the Participant.
|
|
11.4 |
This Performance Award will be governed by and construed in accordance with the laws of the State of Wisconsin.
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|
11.5 |
This Performance Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of Stock hereunder if the issuance of such shares would constitute a violation of any law, regulation or order or any provision thereof.
|
|
11.6 |
In order to be eligible for any portion of this Performance Award following a termination of service due to retirement, the Participant shall not, for a period of one year after termination of service, Executive agrees not to compete with an Affiliate, the Company or any Affiliate of Company (collectively said entities are referred to as the “Company” for purposes of this Section 11) for a period of twelve
(12) months following such termination in any county where the Company has one or more branches with aggregate deposits in excess of $100 million. Executive agrees that during such period and within any county where the Company has one or
more branches with aggregate deposits in excess of $100 million, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or
other business activities of the Company; provided, however, that this restriction shall not apply if the Participant’s retirement occurs contemporaneously with or following a Change in Control.
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11.7 |
The granting of this Performance Award does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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11.8 |
Subject to written consent by the Committee, the Participant shall have the right to direct the Company (or an Affiliate) to collect federal, state and local income taxes and the employee portion of FICA taxes
(Social Security and Medicare) with respect to any Restricted Stock Unit Award in accordance with Section 15.2 of the Plan. Notwithstanding the foregoing, the Company shall have the right to require the Participant to pay the Company (or
Affiliate) the amount of any tax that the Company (or Affiliate) is required to withhold with respect to the settlement of the Restricted Stock Unit or sell without notice, a sufficient number of shares of Stock received upon settlement of
the Restricted Stock Unit to cover the maximum amount required to be withheld under applicable law.
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|
11.9 |
To the extent any provision of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.
|
Level
|
Achievement
|
Payout %
|
Shares
|
Threshold
|
Greater than 25% but less than 50% of peers
|
50%
|
500
|
Target
|
50% but less than 75% of peers
|
100%
|
1,000
|
Maximum
|
Equal to 75% or greater than peers
|
150%
|
1,500
|
Performance Goal(s)
(January 1, 2020–December 31, 2022) |
||||
Performance Measure/
Award Percentage
|
Threshold (50%)
|
Target (100%)
|
Maximum (150%)
|
Weighting
|
Example - Core Return on Average Assets (ROAA)
|
0.XX%
|
0.XX%
|
0.XX%
|
100%**
|
** If have more than one goal (i.e., two or three, weighting of the total of all goals would equal 100%)
|
||||
Performance Award Payouts
(January 1, 2020–December 31, 2022) |
||||
Performance Award (shares of Company common stock)
|
Threshold
|
Target
|
Maximum
|
|
500
|
1,000
|
1,500
|
Vested Percentage over Performance Period
|
Vesting Year
|
0%
|
One
|
0%
|
Two
|
Up to 100% at applicable Threshold,
Target or Maximum
|
Three
|
3. |
Target number of Shares of Restricted Stock granted at Target. [##____##]
|
5. |
Performance Goal(s)/Vesting Schedule. Except as otherwise provided in this Agreement, this Performance Award is earned at the end of the measurement period (sometimes
referred to herein as the “performance period”) based on the level of achievement of the Performance Goal(s). The measurement period for the Award is the three (3) calendar years from [Year 1] through
[Year 3]. The determination date for purposes of vesting of the Award will be no later than March 15, [Year 4] (or as soon thereafter during [Year 4] as achievement or non-achievement of the performance measure can be determined, with any earlier or delayed date being deemed the “determination date”). In order to vest in the Award: (i) the
Committee must certify in writing, the level at which the performance measure was, in fact, satisfied and (ii) the Participant must be employed on the determination date, unless vesting is accelerated due to the Participant’s death or
Disability or following a Change in Control.
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6. |
Terms and Conditions.
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|
6.1 |
Voting Rights. The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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|
6.2 |
Dividends. Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant after the Restricted Stock vests.
If the Restricted Stock does not vest, the dividends will be forfeited by the Participant. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same
time as the shares of Restricted Stock from which said dividends were derived.
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6. |
Delivery of Shares.
|
|
8.1 |
Upon the occurrence of a Change in Control, any Restricted Stock Award awarded hereunder that is not replaced by a Replacement Award, as defined in Section 9(c) of the Plan, will vest based upon an assumed
achievement of the Performance Goals at the greater of the target level or actual achievement level (measured at the date of the Change in Control), taking into account performance through the latest date preceding the Change in Control as to
which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period. Any Award replaced by a Replacement Award shall be referred to herein as a “Replaced Award.”
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|
8.2 |
In the event of a Change in Control, if a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. An Award will be considered a Replacement Award if: (i) it is of the same type
as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(d); (iii) the underlying Replaced
Award was an equity-based award and related to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting (including with respect to a
Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the
provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable
Replaced Award if the requirements of the preceding sentence are satisfied. The determination whether the conditions of this Section 9(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control,
in its sole discretion.
|
|
8.3 |
In the event of a Termination of Service by the Company other than for Cause at or within 24 months following a Change in Control, all Replacement Awards held by the Participant will vest in full and be free of
restrictions, and be deemed to be earned in full, at the greater of (x) the applicable target level and (y) the level of achievement of the Performance Goals as determined by the Committee taking into account performance through the latest
date preceding the Termination of Service as to which performance can be determined (but not later than the end of the applicable performance period).
|
|
8.4 |
A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.
|
(i)
|
Death. In the event of the Participant’s termination of service by reason of the Participant’s death, all Restricted Stock Awards will vest at the
greater of target or actual achievement (if known) at the Participant’s date of death, multiplied by a fraction, the numerator of which is the full months worked by the Participant during the performance period and the denominator of
which is the total months in the performance period.
|
(ii)
|
Disability. In the event of the Participant’s termination of service by reason of Disability, all Restricted Stock Awards will vest at the greater
of target or actual achievement (if known) as of the date of the Participant’s termination of service due to Disability, multiplied by a fraction, the numerator of which is the full months worked by the Participant during the performance
period and the denominator of which is the total months in the performance period.
|
(iii)
|
Retirement. In the event of the Participant’s termination of service by reason of Retirement, Restricted Stock Awards that are granted as Performance Awards hereunder shall vest as follows: vesting shall not be accelerated to the retirement date, but at the end of the measurement period, the Participant
may vest in a portion of the Award on a pro rata basis by multiplying the number of shares of Stock that would have been earned by the Participant based on achievement of the performance measures over the measurement period (as set
forth on Exhibit A) by a fraction, the numerator of which is the full months worked by the Participant during the performance period and the denominator of which is the total months in the
performance measurement period (i.e., 18 out of 36 months equals 50%). For these purposes, a Participant will be deemed to have a termination of service due to
“Retirement” if the Participant terminates Service voluntarily with the Company or an Affiliate on or after attainment of either (i) age 65
or (ii) age 60 with ten years of service (measured from a participant’s date of hire). Notwithstanding anything herein to the contrary, the Participant shall not be eligible for, or shall forfeit the entire Award if the Participant
violates the terms of the noncompete requirements set forth in Section 11.6 hereof within the first year after Retirement.
|
(iv)
|
Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock Awards granted to a Participant hereunder
will expire and be forfeited.
|
(v)
|
Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Termination of Service by the Company
other than for Cause within 24 months following a Change in Control, Retirement, or for Cause, all shares of Restricted Stock Award awarded to the Participant hereunder which have not vested as of the date of termination of service will
expire and be forfeited.
|
(vi)
|
|
|
11.1 |
No Performance Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights and shares of Stock are
transferred to the Participant.
|
|
11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
|
11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
|
|
11.4 |
This Performance Award will be governed by and construed in accordance with the laws of the State of Wisconsin.
|
|
11.5 |
This Performance Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of Stock hereunder if the issuance of such shares would constitute a violation of any law, regulation or order or any provision thereof.
|
|
11.6 |
In order to be eligible for any portion of this Performance Award following a termination of service due to retirement, the Participant shall not, for a period of one year after termination of service, Executive agrees not to compete with an Affiliate, the Company or any Affiliate of Company (collectively said entities are referred to as the “Company” for purposes of this Section 11) for a period of twelve
(12) months following such termination in any county where the Company has one or more branches with aggregate deposits in excess of $100 million. Executive agrees that during such period and within any county where the Company has one or
more branches with aggregate deposits in excess of $100 million, Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or
other business activities of the Company; provided, however, that this restriction shall not apply if the Participant’s retirement occurs contemporaneously with or following a Change in Control.
|
|
11.7 |
The granting of this Performance Award does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
|
|
11.8 |
Subject to written consent by the Committee, the Participant shall have the right to direct the Company (or an Affiliate) to collect federal, state and local income taxes and the employee portion of FICA taxes
(Social Security and Medicare) with respect to any Restricted Stock Award in accordance with Section 15.2 of the Plan. Notwithstanding the foregoing, the Company shall have the right to require the Participant to pay the Company (or
Affiliate) the amount of any tax that the Company (or Affiliate) is required to withhold with respect to the settlement of the Restricted Stock Award or sell without notice, a sufficient number of shares of Stock received upon settlement of
the Restricted Stock Award to cover the maximum amount required to be withheld under applicable law.
|
|
11.9 |
To the extent any provision of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.
|
Level
|
Achievement
|
Payout %
|
Shares
|
Threshold
|
Greater than 25% but less than 50% of peers
|
50%
|
500
|
Target
|
50% but less than 75% of peers
|
100%
|
1,000
|
Maximum
|
Equal to 75% or greater than peers
|
150%
|
1,500
|
Performance Goal(s)
(Year 1–Year 3) |
||||
Performance Measure/
Award Percentage
|
Threshold (50%)
|
Target (100%)
|
Maximum (150%)
|
Weighting
|
Example - Core Return on Average Assets (ROAA)
|
0.XX%
|
0.XX%
|
0.XX%
|
100%**
|
** If have more than one goal (i.e., two or three, weighting of the total of all goals would equal 100%)
|
||||
Performance Award Payouts
(Year 1–Year 3) |
||||
Performance Award (shares of Company common stock)
|
Threshold
|
Target
|
Maximum
|
|
500
|
1,000
|
1,500
|
Vested Percentage over Performance Period
|
Vesting Year
|
0%
|
One
|
0%
|
Two
|
Up to 100% at applicable Threshold,
Target or Maximum
|
Three
|