Waterstone Financial, Inc. (Form: S-8, Received: 10/01/2020 17:23:45)

Registration No. 333-

As filed with the Securities and Exchange Commission on October 1, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Waterstone Financial Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	90-1026709
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)Incorporation or Organization)

11200 W. Plank Court

Wauwatosa, Wisconsin 53226

(Address of Principal Executive Offices)

Waterstone Financial, Inc. 2020 Omnibus Incentive Plan

(Full Title of the Plan)

Copies to:

Mr. Douglas S. Gordon	Edward A. Quint, Esquire
President and Chief Executive Officer	Luse Gorman, PC
Waterstone Financial, Inc.	5335 Wisconsin Ave., N.W., Suite 780
11200 W. Plank Court	Washington, DC 20015-2035
Wauwatosa, Wisconsin 53226	(202) 274-2000
(414) 761-1000	(Name, Address and Telephone
	Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer ◻	Accelerated filer ⌧
Non-accelerated filer ◻ (Do not check if a smaller reporting company)	Smaller reporting company ◻
Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ◻

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.01 per share	1,240,000⁽²⁾	$14.92 ⁽³⁾	$18,500,800	$2,019
Common stock, par value $0.01 per share	10,000 ⁽⁴⁾	$14.91 ⁽⁵⁾	$149,000	$16

_______________________

(1)

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).

(2)	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.

This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.462.

PART I.

Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information

The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Incentive Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II.

Item 3. Incorporation of Documents by Reference

The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:

a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-36271), filed with the Commission on March 13, 2020, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;

b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the year covered by the Annual Report on Form 10-K referred to in (a) above; and

c) The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed with the Commission on January 21, 2014 (File No. 001-36271).

All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.

All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

Articles 10 and 11 of the Articles of Incorporation of the Company set forth circumstances under which directors, officers, employees and agents of the Company may be insured or indemnified against liability which they incur in their capacities as such. References to the “Corporation” in the Articles of Incorporation mean the Company, Waterstone Financial, Inc.

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the MGCL now or hereafter in force, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred herein shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, to the fullest extent permitted by law.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder.

The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. List of Exhibits.

Regulation S-K Exhibit Number	Document	Reference to Prior Filing or Exhibit No. Attached Hereto

4	Form of Common Stock Certificate	*

5	Opinion of Luse Gorman, PC	Attached as Exhibit 5

10.1	Waterstone Financial, Inc. 2020 Omnibus Incentive Plan	**

10.2	Form of Incentive Stock Option Agreement	Attached as Exhibit 10.2

10.3	Form of Non-Qualified Stock Option Agreement	Attached as Exhibit 10.3

10.4	Form of Restricted Stock Award Agreement	Attached as Exhibit 10.4

10.5	Form of Performance Based Restricted Stock Unit Agreement	Attached as Exhibit 10.5

10.6	Form of Performance Based Restricted Stock Award Agreement	Attached as Exhibit 10.6

23.2	Consent of Independent Registered Public Accounting Firm	Attached as Exhibit 23.2

24	Power of Attorney	Contained on Signature Page

*	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.

**	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.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fees” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Plan;

4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wauwatosa, State of Wisconsin, on this 1st day of October, 2020.

WATERSTONE FINANCIAL, INC.

By: /s/ Douglas S. Gordon

Douglas S. Gordon

President and Chief Executive Officer

(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Waterstone Financial, Inc. (the “Company”) hereby severally constitute and appoint Douglas S. Gordon, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Douglas S. Gordon may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be granted and shares of common stock to be issued upon the exercise of stock options to be granted under the Waterstone Financial, Inc. 2020 Omnibus Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Douglas S. Gordon shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date



/s/ Douglas S. Gordon	President and Chief Executive Officer and Director	October 1, 2020
Douglas S. Gordon	(Principal Executive Officer)


/s/ Mark R. Gerke	Executive Vice President and Chief Financial Officer	October 1, 2020
Mark R. Gerke	(Principal Financial and Accounting Officer)


	Chairman and Director
Patrick S. Lawton


/s/ Ellen S. Bartel	Director	October 1, 2020
Ellen S. Bartel

/s/ Thomas E. Dalum	Director	October 1, 2020
Thomas E. Dalum


/s/ Michael L. Hansen	Director	October 1, 2020
Michael L. Hansen


	Director
Kristine A. Rappe


	Director
Stephen J. Schmidt

EXHIBIT 5

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

October 1, 2020

Board of Directors

Waterstone Financial, Inc.

11200 West Plank Court

Wauwatosa, Wisconsin 53226

Re:

Waterstone Financial, Inc. – Registration Statement on Form S-8

Members of the Board of Directors:

You have requested the opinion of this firm as to certain matters in connection with the registration of 1,250,000 shares of common stock, par value $0.01 per share (the “Shares”) of Waterstone Financial, Inc. (the “Company”) to be issued pursuant to the Waterstone Financial, Inc. 2020 Omnibus Incentive Plan (the “Incentive Plan”).

In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction of the following: (i) the Company’s Registration Statement on Form S-8 (the “Form S-8”) to be filed with the Securities Exchange Commission (the “Commission”) under the Securities Act, on the date hereof; (ii) the Certificate of Incorporation of the Company, as currently in effect; (iii) the Bylaws of the Company, as currently in effect; (iv) the Incentive Plan; (iv) certain resolutions of the board of directors of the Company relating to the approval of the Incentive Plan, the filing of the Registration Statement and certain related matters; and (v) applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Common Stock, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and should not be used for any other purpose or relied upon by any other person without the prior written consent of this firm.

We hereby consent to the use of this opinion in the Form S-8. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

	Very truly yours,


	/s/ Luse Gorman, PC
	LUSE GORMAN, PC

EXHIBIT 10.2

Incentive Stock Option

Granted by

Waterstone Financial, Inc.

under the

Waterstone Financial, Inc.

2020 Omnibus Incentive Plan

This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Omnibus Incentive Plan (the “Plan”) of Waterstone Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. Any reference to the “Bank” herein shall refer to WaterStone Bank SSB and any reference to “Employer” shall mean either or both the Company and the Bank.

1. Name of Participant:__________________________

2. Date of Grant:___________________________

3. 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).

• This is an Incentive Stock Option (“ISO”) to the maximum extent permitted under Code Section 422(d).

4. Exercise price per share:__________________________

(subject to adjustment pursuant to Section 10 below)

5. Expiration Date of Option:________________________

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.

The Options granted under this Agreement shall vest in _______________ (___) equal annual installments (provided that fractional Options will not vest), with the first installment becoming exercisable on the first anniversary of the date of grant, or , 20, and succeeding installments on each anniversary thereafter, through , 20, subject to accelerated vesting under Section 9 and 11 of this Agreement. Notwithstanding the foregoing, to the extent the vesting would vest in a fractional Option, the number of Options vesting should be rounded to the nearest Option (with “.5” of an Option rounded up).

This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate in the event of death or Disability or Involuntary Termination at or following a Change in Control.

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.

8. Delivery of Shares.

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.

9. Change in Control.

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.”

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.

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.

9.4

A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.

10. Adjustment Provisions.

This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3(d) of the Plan.

11. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:

(i)

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.

(ii)

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.

(iii)

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.

(iv)	Termination for Cause. If the Participant’s Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited.

(v)

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.

12. Miscellaneous.

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.

12.2

This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

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.

12.4

This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.

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.

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.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

WATERSTONE FINANCIAL, INC.

By:___________________________

Its:___________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the 2020 Omnibus Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2020 Omnibus Incentive Plan.

PARTICIPANT

_______________________________

EXHIBIT 10.3

Non-Qualified Stock Option

Granted by

Waterstone Financial, Inc.

under the

Waterstone Financial, Inc.

2020 Omnibus Incentive Plan

This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Omnibus Incentive Plan (the “Plan”) of Waterstone Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. Any reference to the “Bank” herein shall refer to WaterStone Bank SSB and any reference to “Employer” shall mean either or both the Company and the Bank.

1. Name of Participant:________________

2. Date of Grant:_________________

3.	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).

•	This is a Non-Qualified Option.

4. Exercise price per share:_______________

(subject to adjustment pursuant to Section 10 below)

5. Expiration Date of Option:______________

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.

The Options granted under this Agreement shall vest in ___________ (___) equal annual installments (provided that fractional Options will not vest), with the first installment becoming exercisable on the first anniversary of the date of grant, or , 20, and succeeding installments on each anniversary thereafter, through , 20, subject to accelerated vesting under Section 9 and 11 of this Agreement. Notwithstanding the foregoing, to the extent the vesting would vest in a fractional Option, the number of Options vesting should be rounded to the nearest Option (with “.5” of an Option rounded up).

8. Delivery of Shares.

8.1

9. Change in Control.

9.1

9.2

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.

9.4

A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.

10. Adjustment Provisions.

11. Termination of Option and Accelerated Vesting.

This Option will terminate upon the expiration date, except as set forth in the following provisions:

(i)

(ii)

(iii)

(iv)	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.

(v)

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.

12. Miscellaneous.

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.

12.2

This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

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.

12.4

This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.

12.5

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.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.

WATERSTONE FINANCIAL, INC.

By:____________________________

Its:____________________________

PARTICIPANT’S ACCEPTANCE

PARTICIPANT

______________________________

EXHIBIT 10.4

Restricted Stock Award Agreement

Granted by

Waterstone Financial, Inc.

under the

Waterstone Financial, INC.

2020 Omnibus Incentive Plan

This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Omnibus Incentive Plan (the “Plan”) of Waterstone Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. Any reference to the “Bank” herein shall refer to WaterStone Bank SSB and any reference to “Employer” shall mean either or both the Company and the Bank.

1. Name of Participant:________________________

2. Date of Grant:_____________________________

(subject to adjustment pursuant to Section 9 hereof)

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:____________

4. Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the

vesting schedule specified herein.

The Restricted Stock granted under this Agreement shall vest in _______(___) equal annual installments (provided that fractional shares of Restricted Stock will not vest), with the first installment vesting on the first anniversary of the date of grant, or , 20, and succeeding installments on each anniversary thereafter, through , 20, subject to accelerated vesting under Section 8 and 10 of this Agreement. Notwithstanding the foregoing, to the extent vesting would vest in a fractional share of Restricted Stock vesting, the number of shares of Restricted Stock vesting should be rounded to the nearest share (with “.5” of a share rounded up).

Vesting will automatically accelerate in the event of death, Disability or Involuntary Termination at or following a Change in Control.

5. Grant of Restricted Stock Award.

The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6.	Terms and Conditions.

6.1

The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.

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.

7.	Delivery of Shares.

Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

8.	Change in Control

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.”

8.2

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.

8.4

A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.

9. Adjustment Provisions.

This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3(d) of the Plan.

10. Effect of Termination of Service on Restricted Stock Award.

10.1 This Restricted Stock Award will vest as follows:

(i)	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.

(ii)	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.

(iii)

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.

The term “Retirement” shall have the meaning set forth in Section 1(dd) of the Plan.

(iv)	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.

(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, 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.

11. Miscellaneous.

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.

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 Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Wisconsin.

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.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

WATERSTONE FINANCIAL, INC.

By:____________________________

Its:____________________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2020 Omnibus Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2020 Omnibus Incentive Plan.

PARTICIPANT

______________________________

EXHIBIT 10.5

PERFORMANCE AWARD

RESTRICTED STOCK UNITS

Granted by

WATERSTONE FINANCIAL, INC.

under the

WATERSTONE FINANCIAL, INC.

2020 OMNIBUS INCENTIVE PLAN

This Performance Award Agreement for Restricted Stock Units (“Performance Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Omnibus Incentive Plan (the “Plan”) of Waterstone Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Performance Award pursuant to the Plan. The holder of this Performance Award (the “Participant”) hereby accepts this Performance Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant.______________________

2. Date of Grant.___________________

3.	Target number of Restricted Stock Units granted at Target. [##____##]

The total number of shares to be issued may increase or decrease depending on whether the performance conditions are satisfied at the threshold, target or maximum levels, as provided in Exhibit A. In the aggregate, a Participant can earn between 0% and [###]% of the Award based upon the attainment of the Performance Targets as provided in Exhibit A (the “Performance Targets”). The Committee shall determine the extent to which the Performance Targets have been achieved, and the level of achievement. The Committee has the authority to extrapolate between the threshold, target and maximum levels achieved. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion exercised at the time of settlement of the Restricted Stock Unit, may settle the Restricted Stock Unit in cash equal to the then fair market value of the Restricted Stock Units earned or may settle the Restricted Stock Unit in a combination of cash and Stock.

4. Restricted Stock Unit.

A Restricted Stock Unit is an Award denominated in shares of Stock, except that no shares of Stock are actually awarded to the Participant on the date of grant.

The Restricted Stock Units will be credited to the Participant’s account, subject to the terms of the Plan and this Agreement. A Restricted Stock Unit will be settled in shares of the Company’s Stock.

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.

The actual number of Restricted Stock Units earned will be scaled, based on actual performance over the measurement period versus the stated goals. For further information regarding the performance metrics that must be achieved to earn an Award and the percentage of the Award that may be earned at various levels of achievement, please refer to Exhibit A.

6.	Terms and Conditions.

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.

6.2

Dividend Equivalent Rights. If set forth in the Committee’s grant resolutions and noted by checking the box below, cash dividend equivalents

☐ will ☒ will not

be paid on Restricted Stock Units. If cash dividend equivalents are to be paid on the Restricted Stock Units, any such dividend equivalents shall be credited by the Company to an account for the Participant and will be distributed, after the Restricted Stock Unit vests and the Participant receives a share of Stock or the cash equivalent. If the Restricted Stock Unit does not vest, the cash dividend equivalent will be forfeited. If Stock dividends are declared, similar Stock dividend equivalents will be credited to the Restricted Stock Units and will be converted to shares of Stock or forfeited in the same manner and at the same time as the cash dividend equivalents would be paid or forfeited.

Delivery of Shares.

Delivery of shares of Stock under this Performance Award will comply with all applicable laws (including, the requirements of the 1934 Act), and the applicable requirements of any securities exchange or similar entity.

8. Change in Control.

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.”

8.2

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.

9. Adjustment Provisions.

This Performance Award will be adjusted, in accordance with Exhibit A, based on actual achievement at the end of the measurement period.

In addition, this Performance Award, including the number of shares of Stock subject to the Restricted Stock Units, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3(d) of the Plan.

10. Effect of Termination of Service on Performance Award.

10.1 This Performance Award will vest as follows:

(i)

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.

(ii)

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.

(iii)

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.

(iv)	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.

(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 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. Miscellaneous.

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 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.

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 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.

11.9

To the extent any provision of this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Performance Award set forth above.

WATERSTONE FINANCIAL, INC.

__________________________________

By: Douglas S. Gordon

Its: President and Chief Executive Officer

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Performance Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2020 Omnibus Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2020 Omnibus Incentive Plan.

PARTICIPANT

__________________________________

[NAME]

EXHIBIT A

Example of Grant: 1,000 Performance-Based Restricted Stock Units

The number of shares that vest will be based on achievement of specified performance measures as compared to compensation peer group over the three year (3) performance period.*

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 Measure(s):

*This type of schedule might be used for performance measured against the Company’s comparative peer group. Also, can have scaling of awards in between threshold, target and maximum, i.e., achievement at 60% level would result in an award between target and maximum.

EXHIBIT A

PERFORMANCE MEASURES AND VESTING SCHEDULE*

Performance Measures – [TBD]

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

Vesting Schedule

If the Performance Threshold is met or exceeded, the number of shares in the Award shall be determined and settled no later than March 15^th of the year immediately following the end of the Performance Period, according to the following table:

Vested Percentage over Performance Period	Vesting Year
0%	One
0%	Two
Up to 100% at applicable Threshold, Target or Maximum	Three

* This type of schedule can be used if you are looking at achievement of internal performance goals by the corporation.

EXHIBIT 10.6

PERFORMANCE AWARD

RESTRICTED STOCK AWARD

Granted by

WATERSTONE FINANCIAL, INC.

under the

WATERSTONE FINANCIAL, INC.

2020 OMNIBUS INCENTIVE PLAN

This Performance Award Agreement for Restricted Stock (“Performance Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2020 Omnibus Incentive Plan (the “Plan”) of Waterstone Financial, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Performance Award for Restricted Stock pursuant to the Plan. The holder of this Performance Award (the “Participant”) hereby accepts this Performance Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant. _______________________________

2. Date of Grant. ______________________________

3.	Target number of Shares of Restricted Stock granted at Target. [##____##]

The total number of shares to be issued may increase or decrease depending on whether the performance conditions are satisfied at the threshold, target or maximum levels, as provided in Exhibit A. In the aggregate, a Participant can earn between 0% and [###]% of the Award based upon the attainment of the Performance Targets as provided in Exhibit A (the “Performance Targets”). The Committee shall determine the extent to which the Performance Targets have been achieved, and the level of achievement. The Committee has the authority to extrapolate between the threshold, target and maximum levels achieved. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion exercised at the time of settlement of the Restricted Stock Award, may settle the Restricted Stock Award in cash equal to the then fair market value of the Restricted Stock Awards earned or may settle the Restricted Stock Award in a combination of cash and Stock.

4. Restricted Stock Award.

A Restricted Stock Award is an Award denominated in shares of Stock, subject to a risk of forfeiture. The forfeiture restrictions will lapse when the Restricted Stock Award vests.

The actual number of Restricted Stock Awards earned will be scaled, based on actual performance over the measurement period versus the stated goals. For further information regarding the performance metrics that must be achieved to earn an Award and the percentage of the Award that may be earned at various levels of achievement, please refer to Exhibit A.

6.	Terms and Conditions.

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.

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.

6.	Delivery of Shares.

8. Change in Control.

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.”

8.2

8.3

8.4

A “Change in Control” will be deemed to have occurred as provided in Section 9(e) of the Plan.

9. Adjustment Provisions.

This Performance Award will be adjusted, in accordance with Exhibit A, based on actual achievement at the end of the measurement period.

In addition, this Performance Award, including the number of shares of Stock subject to the Restricted Stock Awards, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3(d) of the Plan.

10. Effect of Termination of Service on Performance Award.

10.1 This Performance Award will vest as follows:

(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. Miscellaneous.

11.1

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

11.6

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.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Performance Award set forth above.

WATERSTONE FINANCIAL, INC.

__________________________________

By: Douglas S. Gordon

Its: President and Chief Executive Officer

PARTICIPANT’S ACCEPTANCE

PARTICIPANT

________________________________

[NAME]

EXHIBIT A

Example of Grant: 1,000 Performance-Based Restricted Stock Awards

The number of shares that vest will be based on achievement of specified performance measures as compared to compensation peer group over the three (3) performance period.*

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 Measure(s):

EXHIBIT A

PERFORMANCE MEASURES AND VESTING SCHEDULE*

Performance Measures – [TBD]

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

Vesting Schedule

Vested Percentage over Performance Period	Vesting Year
0%	One
0%	Two
Up to 100% at applicable Threshold, Target or Maximum	Three

* This type of schedule can be used if you are looking at achievement of internal Performance Goals by the corporation.

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Waterstone Financial, Inc. of our report dated March 13, 2020, relating to the consolidated financial statements, and the effectiveness of internal control over financial reporting of Waterstone Financial, Inc. and Subsidiaries, appearing in the Annual Report on Form 10-K of Waterstone Financial, Inc. for the year ended December 31, 2019.

/s/ RSM US LLP

Chicago, Illinois

October 1, 2020