As filed with the Securities and Exchange Commission on May 24, 2012 Registration No. 333-_____

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

SI FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

  Maryland   80-0643149
  (State or other jurisdiction of   (IRS Employer Identification No.)
  incorporation or organization)    

 

  803 Main Street, Willimantic, Connecticut   06226  
  (Address of Principal Executive Offices)   (Zip Code)  

 

SI Financial Group, Inc.

2012 Equity Incentive Plan

(Full title of the plan)

 

  Copies to:
Rheo A. Brouillard Eric S. Kracov, Esq.
President and Chief Executive Officer Suzanne A. Walker, Esq.
SI Financial  Group, Inc. Kilpatrick Townsend & Stockton LLP
803 Main Street 607 14 th Street, NW, Suite 900
Willimantic, Connecticut 06226 Washington, DC 20005
(Name and address of agent for service) (202) 508-5800

 

(860) 423-4581

(Telephone number, including area code, of agent for service)

 

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

 

  Large accelerated filer  £   Accelerated filer S
  Non-accelerated filer    £ (Do not check if a smaller reporting company) Smaller reporting company £

 

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 (3)

Amount of

registration

fee

Common Stock

$.01 par value

706,712 (2) $11.25 $7,950,510 $912
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “Equity Plan”) as the result of a stock split, stock dividend or similar adjustment to the outstanding common stock of SI Financial Group, Inc. (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a).
(2) Represents 504,794 shares which may be issued upon the exercise of options to purchase shares of the Common Stock and 201,918 shares of Common Stock which may be distributed upon the vesting of stock awards under the Equity Plan.
(3) Estimated solely for the purpose of calculating the registration fee. Represents the closing price for the common stock as reported on May 22, 2012 in accordance with 17 CFR Section 230.457(c) and 230.457(h).

 

This Registration Statement shall become effective immediately upon filing in accordance with

Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and 17 C.F.R. §230.462.

 

 
 

 

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

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

 

The documents containing the information for the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “Equity Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Equity Plan as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424, in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.

 

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed or to be filed by SI Financial Group, Inc. (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:

 

(a)          The Registrant’s Annual Report on Form 10-K which includes the consolidated balance sheets of the Registrant and subsidiary as of December 31, 2011 and 2010, and the related consolidated statements of income, statements of comprehensive income, changes in stockholders’ equity and cash flows for the years ended December 31, 2011, 2010 and 2009. The Form 10-K was filed with the SEC on March 12, 2012 (File No.0-54241).

 

(b)          The Corporation’s Quarterly Report on Form 10-Q for the calendar quarter ended March 31, 2012 filed with the SEC on May 9, 2012 (File No. 0-54241).

 

(c)          The description of the Registrant’s common stock contained in Registrant’s Form 8-K12G3 as filed with the SEC on January 13, 2011 (File No. 0-54241).

 

(d)          The Corporation’s Current Reports on Form 8-K (other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K) filed with the SEC on April 25, 2012, May 9, 2012 and May 11, 2012.

 

(e)          All documents filed by the Registrant and the Plan, where applicable, pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold (in each case other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K or Form 8-K/A).

 

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, 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.

 

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Item 4. Description of Securities

 

Not applicable, as the Registrant’s Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended.

 

Item 5. Interests of Named Experts and Counsel

 

The validity of the Common Stock offered hereby has been passed upon for the Registrant by the firm of Kilpatrick Townsend & Stockton LLP.

 

Item 6. Indemnification of Directors and Officers

 

The Articles of Incorporation of SI Financial Group, Inc. provides as follows:

 

NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

 

Item 7. Exemption from Registration Claimed

 

None.

 

Item 8. Exhibits

 

The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).

 

List of Exhibits (filed herewith unless otherwise noted):

 

3.1 Articles of Incorporation of SI Financial Group, Inc. (1)
3.2 Bylaws of SI Financial Group, Inc. (2)
5.0 Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the Common Stock to be issued
23.1 Consent of Kilpatrick Townsend & Stockton LLP (contained in the Opinion filed as Exhibit 5.0 hereto)
23.2 Consent of Wolf & Company, P.C.
24.0 Power of Attorney (contained on the signature page)
99.1 SI Financial Group, Inc. 2012 Equity Incentive Plan (3)
99.2 Form of Equity Award Agreements

 

3
 

 

 

(1) Incorporated by reference to the Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on September 10, 2010.
(2) Incorporated by reference to the Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on September 10, 2010.
(3) Incorporated by reference to the Registrant’s definitive proxy statement on Form DEF14A filed with the SEC on March 30, 2012.

 

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, as amended (the “Securities Act”);

 

(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 the 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)        To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

Provided, however , that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

 

(2)          That, for the purpose of determining any liability under the Securities Act, 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 offering;

 

(4)          The undersigned Registrant hereby undertakes that, for purposes of determining any liquidity under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement related 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.

 

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(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 SEC, such indemnification is against public policy as expressed in such 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 of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

 

5
 

 

SIGNATURES

 

The Registrant.

 

Pursuant to the requirements of the Securities Act of 1933, SI Financial Group, Inc. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Willimantic, State of Connecticut, on May 24, 2012.

 

  S I FINANCIAL GROUP, INC.
   
  By:  /s/ Rheo A. Brouillard
    President and Chief Executive Officer
    (Principal executive officer)

 

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below (other than Rheo A. Brouillard) constitutes and appoints Rheo A. Brouillard, as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Title   Date
         
/s/ Rheo A. Brouillard   President and Chief Executive Officer   May 24, 2012
Rheo A. Brouillard   (Principal executive officer)    
         
/s/ Brian J. Hull   Executive Vice President,   May 24, 2012
Brian J. Hull   Chief Operating Officer, Treasurer and    
    Chief Financial Officer    
    (Principal accounting and financial officer)    
         
/s/ Henry P. Hinckley   Chairman of the Board   May 24, 2012
Henry P. Hinckley        

 

 
 

 

/s/ Donna M. Evan   Director   May 24, 2012
Donna M. Evan        
         
/s/ Roger Engle   Director   May 24, 2012
Roger Engle        
         
/s/ Robert O. Gillard   Director   May 24, 2012
Robert O. Gillard        
         
/s/ Mark D. Alliod   Director   May 24, 2012
Mark D. Alliod        
         
/s/ Michael R. Garvey   Director   May 24, 2012
Michael R. Garvey        

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description   Method of Filing
         
3.1   Articles of Incorporation of SI Financial Group, Inc.   Incorporated by reference to the Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1.
         
3.2   Bylaws of SI Financial Group, Inc.   Incorporated by reference to the Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1.
         
5.0   Opinion of Kilpatrick Townsend & Stockton LLP   Filed herewith.
         
23.1   Consent of Kilpatrick Townsend & Stockton LLP   Included in Exhibit 5.0.
         
23.2   Consent of Wolf & Company, P.C.   Filed herewith.
         
24.0   Power of Attorney   Located on the signature page.
         
99.1  

SI Financial Group, Inc.

2012 Equity Incentive Plan

  Incorporated by reference to the Registrant’s definitive proxy statement on Form DEF14A filed with the SEC on March 30, 2012.
         
99.2   Form of Equity Award Agreements   Filed herewith.

 

 

 

Exhibit 5.0 Opinion of Kilpatrick Townsend & Stockton LLP

 

 
 

 

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Suite 900 607 14th St., NW

Washington DC 20005-2018

t 202 508 5800 f 202 508 5858

 

May 24, 2012

 

direct dial 202 508 5883

direct fax 202 5204 5615

ekracov@kilpatricktownsend.com

 

SI Financial Group, Inc.

803 Main Street

Willimantic, Connecticut 06226

 

Re:      SI Financial Group, Inc. 2012 Equity Incentive Plan

 

Board Members:

 

We have been requested by SI Financial Group, Inc., a Maryland corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement on Form S-8 (the “Registration Statement”) covers 706,712 shares of common stock which may be issued upon (i) the exercise of options to purchase shares of such common stock to be granted under the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “Equity Plan”) or (ii) the granting of stock awards to be granted under the Equity Plan.

 

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact in each case given or made available to us by the Company or its subsidiaries.

 

Based on the foregoing, and limited in all respects to Maryland law, it is our opinion that the shares reserved for issuance and distribution under the Equity Plan are duly authorized, and that, with respect to the shares issuable upon the exercise of stock options to be granted under the Equity Plan, upon payment for such shares, and, with respect to the issuance of shares upon the granting of stock awards to be granted under the Equity Plan, upon issuance of such shares in the manner described in the Equity Plan, all such shares will be validly issued, fully paid and nonassessable.

 

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein or omitted therefrom.

 

 
 

 

SI Financial Group, Inc.

May 24, 2012

Page 2

 

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

 

  Very truly yours,
   
  KILPATRICK TOWNSEND & STOCKTON LLP
   
  By: /s/ Eric S. Kracov
    Eric S. Kracov, a Partner

 

 

 

 

 

Exhibit 23.2 Consent of Wolf & Company, P.C. 

 

 
 

 

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Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of SI Financial Group, Inc. of our reports, dated March 9, 2012, relating to our audits of the consolidated financial statements and internal control over financial reporting of SI Financial Group, Inc. and subsidiaries which reports appear in the Annual Report on Form 10-K of SI Financial Group, Inc. for the year ended December 31, 2011.

 

S:/TQDATA/VINEYARD/LIVE JOBS/2012/05 MAY/23 MAY/SHIFT III/SI FINANCIAL GROUP, INC. FORM S-8/DRAFT/03-PRODUCTION

 

Boston, Massachusetts

May 24, 2012

 

S:/TQDATA/VINEYARD/LIVE JOBS/2012/05 MAY/23 MAY/SHIFT III/SI FINANCIAL GROUP, INC. FORM S-8/DRAFT/03-PRODUCTION

 

 

 

 

Exhibit 99.2 Form of Equity Award Agreements

 

 
 

 

FORM OF

RESTRICTED STOCK AWARD AGREEMENT

FO R THE SI Financial Group, Inc. 2012 Equity Incentive Plan

 

This Award Agreement is provided to __________________ (the “Participant”) by SI Financial Group, Inc. (the “Company”) as of _____________ (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) awarded the Participant a restricted stock award pursuant to the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

 

  1. Number of Shares Subject  
    to Your Restricted Stock Award: ______ shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
       
  2. Grant Date: _________________

 

Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire on the following dates and the Shares will be distributed; provided that the Participant is still employed by or in service with the Company or any of its subsidiaries:

 

Percentage of

Shares Vesting

 

Number of

Shares Vesting

 

 

Vesting Date

         
         
         
         
         
         

 

IN WITNESS WHEREOF, SI Financial Group, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

 

  SI FINANCIAL GROUP, INC.
   
  By:  
    On behalf of the Compensation Committee

Accepted by Participant:

 

   
[Name]  
   
Date  

 

 
 

 

TERMS AND CONDITIONS

 

1. Grant of Shares. The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan.

 

2. Restrictions. The unvested Shares underlying your Restricted Stock Award (the “Restricted Shares”) are subject to the following restrictions until they expire or terminate.

 

(a)          Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

(b)          If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2012 Plan.

(c)          Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement.

 

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

 

(a)          If applicable, as to the percentages of the Shares specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided you are then still employed by or in the service of the Company or an Affiliate; or

(b)          Upon termination of your employment or service by reason of death or Disability; or

(c)          Upon a Change in Control (as defined in the 2012 Plan).

 

4. Delivery of Shares. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings (if any)), unless the Compensation Committee elects to pay out the accumulated dividends and earnings prior to vesting), will be distributed in accordance with your instructions.

 

5. Voting and Dividend Rights. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a stockholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares.

 

6. Changes in Capital Structure. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately.

 

7. No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate.

 

8. Payment of Taxes. You may make an election to be taxed upon your Restricted Stock Award under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30 days of the Grant Date. If you do not make an 83(b) Election , upon vesting of the Restricted Stock Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes ( i.e. , FICA and FUTA); (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2012 Plan; or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rules. Outside Directors of the Company are self-employed and not subject to tax withholding.

 

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9. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

 

10. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.

 

11. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

 

  SI Financial Group, Inc.
  803 Main Street
  Willimantic, CT  06226
  Attn: The Compensation Committee of the Board of Directors
    c/o Laurie Gervais – Human Resources Department

 

or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.

 

12. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

 

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FORM OF

NON-STATUTORY STOCK OPTION AWARD AGREEMENT

FOR THE SI FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

 

This Award Agreement is provided to ________________ (the “Participant”) by SI Financial Group, Inc. (the “Company”) as of ___________ (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

 

  1. Option Grant: You have been granted a Non-Statutory Stock Option (referred to in this Agreement as your “Option”).  Your Option is not intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
       
  2. Number of Shares  
    Subject to Your Option: ______ shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
       
  3. Grant Date: _________________
       
  4. Exercise Price: You may purchase Shares covered by your Option at a price of $______ per share.

 

Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule:

 

Continuous Status

as a Participant

after Grant Date

 

Percentage of

Option Vested

 

Number of

Cumulative Shares

Available for Exercise

  Vesting Date
             
             
             
             
             
             

 

IN WITNESS WHEREOF, SI Financial Group, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

 

    SI FINANCIAL GROUP, INC.
     
Accepted by Participant:   By:  
      On behalf of the Compensation Committee
       
[Name]      
       
Date      

 

 
 

 

TERMS AND CONDITIONS

 

1. Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan.

 

2. Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

 

(a) Upon your death or Disability during your Continuous Status as a Participant; or
(b) Upon a Change in Control (as defined in the 2012 Plan).

 

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

 

(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.
(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2012 Plan) may exercise your Option.
(d) At the end of the remaining original term of the Option if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control.

 

The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant you held prior to such termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

 

4. Exercise of Option. You may exercise your Option by providing:

 

(a) A written notice of intent to exercise to ___________ at the address and in the form specified by the Committee from time to time; and
(b) Payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, Company common stock (“stock swap”), a combination of cash and Company common stock or by means of a cashless exercise (if permitted by the Committee).

 

5. Beneficiary Designation. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the 2012 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2012 Plan is subject to all terms and conditions of this Award Agreement and the 2012 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company.

 

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6. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes ( i.e. , FICA and FUTA). Outside Directors of the Company are self-employed and are not subject to tax withholding.

 

7. Limitation of Rights. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.

 

8. Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2012 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.

 

9. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the 2012 Plan and the provisions of this Award Agreement, the provisions of the 2012 Plan will control.

 

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

 

11. Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement.

 

12. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

 

  SI Financial Group, Inc.
  803 Main Street
  Willimantic, CT  06226
  Attn: The Compensation Committee of the Board of Directors
    c/o Laurie Gervais – Human Resources Department

 

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

 

13. Stock Reserve. The Company shall at all times during the term of this Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Agreement.

 

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FORM OF

INCENTIVE STOCK OPTION AWARD AGREEMENT

FOR THE SI FINANCIAL GROUP, INC. 2012 EQUITY INCENTIVE PLAN

 

This Award Agreement is provided to ________________ (the “Participant”) by SI Financial Group, Inc. (the “Company”) as of _________ (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

 

  1. Option Grant: You have been granted an Incentive Stock Option (referred to in this Agreement as your “Option”).
       
  2. Number of Shares  
    Subject to Your Option: ___________ shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
       
  3. Grant Date: ___________
       
  4. Exercise Price: You may purchase Shares covered by your Option at a price of $__ _____ per share.

 

Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule:

 

Continuous Status

as a Participant

after Grant Date  

 

Percentage of Option

Vested/Number of Shares

 

Number of

Cumulative Shares

Available for Exercise

  Vesting Date
             
             
             
             
             

 

 

IN WITNESS WHEREOF, SI Financial Group, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

 

  SI FINANCIAL GROUP, INC.
   
  By:  
    On behalf of the Compensation Committee

Accepted by Participant:

 

   
[Name]  
   
Date  

 

 
 

 

TERMS AND CONDITIONS

 

1. Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan. The Company intends this grant to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.

 

2. Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

 

(a) Upon your death or Disability during your Continuous Status as a Participant; or
(b) Upon a Change in Control (as defined in the 2012 Plan).

 

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

 

(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.
(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2012 Plan) may exercise your Option.
(d) At the end of the remaining original term of the Option, if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. Options exercised more than three (3) months after your termination date will be treated as Non-Statutory Stock Options for tax purposes.

 

The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant that you held prior to termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

 

4. Exercise of Option. You may exercise your Option by providing:

 

(a) A written notice of intent to exercise to ____________ at the address and in the form specified by the Committee from time to time; and
(b) Payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for such Shares can be made in cash, Company common stock (“stock swap”), a combination of cash and Company common stock or by means of “cashless exercise” (if permitted by the Committee).

 

5. Beneficiary Designation. You may, in the manner determined by the Committee, designate a beneficiary to exercise your rights under the 2012 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2012 Plan is subject to all terms and conditions of this Award Agreement and the 2012 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment will be made to your estate. You may change or revoke a beneficiary designation at any time, provided the change or revocation is filed with the Company.

 

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6. Withholding.

 

  (a) Exercise of Incentive     
    Stock Option:   There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option (see Incentive Stock Option Holding Period) , although the excess, if any, of the Fair Market value of the shares of Common Stock on the date of exercise over the Exercise Price will be treated as income for alternative minimum tax (“AMT”) purposes and may subject you to AMT in the year of exercise. Please check with your tax advisor.
         
  (b) Disqualifying  
    Disposition:   In the event of a disqualifying disposition (described below), you may be required to pay SI Financial Group, Inc. or its Affiliates (based on the federal and state regulations in place at the time of exercise) an amount sufficient to satisfy all federal, state and local tax withholding.
         
  (c) Incentive Stock Option    
    Holding Period:   In order to receive Incentive Stock Option tax treatment under Section 422 of the Code, you may not dispose of Shares acquired under an Incentive Stock Option Award (i) for two (2) years from the Date of Grant, and (ii) for one (1) year after the date you exercise your Incentive Stock Option. You must notify the Company within ten (10) days of an early disposition of Common Stock ( i.e ., a “disqualifying disposition”).

 

7. Limitation of Rights. This Option does not confer on you or your beneficiary any rights as a stockholder of the Company unless and until Shares are in fact issued in connection with the Option exercise. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your service at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.

 

8. Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your rights or interests in this Option to or in favor of any party other than the Company or an Affiliate, and the Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer the Option, other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Internal Revenue Code of 1986, as amended, if such Section applied to an Option under the 2012 Plan. Only you or a permitted transferee may exercise the Option during your lifetime.

 

9. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the 2012 Plan and the provisions of this Award Agreement, the provisions of the 2012 Plan will control.

 

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

 

11. Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in the Award Agreement.

 

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12. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

 

  SI Financial Group, Inc.
  803 Main Street
  Willimantic, CT  06226
  Attn: The Compensation Committee of the Board of Directors
    c/o Laurie Gervais – Human Resources Department

 

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

 

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FORM OF

PERFORMANCE AWARD AGREEMENT

FO R THE SI FINANCIAL GROUP, INC. 2012 Equity Incentive Plan

 

This Performance Award Agreement is provided to ______________ (the “Participant”) by SI Financial Group, Inc. (the “Company”) as of __________ (the “Grant Date”), the date the Compensation Committee of the Board of Directors (the “Committee”) awarded the Participant a performance award pursuant to the SI Financial Group, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

 

  1. Number of Shares Subject    
    to Your Performance Award :   _____ shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
         
  2. Grant Date:   ____________

 

Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire upon the satisfaction of the following performance criteria:

 

[Insert Performance Criteria]

 

The Participant will not begin to vest in the Shares granted, unless the performance requirements described below are achieved by the Company.

 

IN WITNESS WHEREOF, SI Financial Group, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

 

  SI FINANCIAL GROUP, INC.
   
  By:  
    On behalf of the Compensation Committee

 

Accepted by Participant:

 

   
[Name]  
   
   
Date  

 

 
 

 

TERMS AND CONDITIONS

 

1. Grant of Shares. The Grant Date and number of Shares underlying your Performance Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan.

 

2. Restrictions. The unvested Shares underlying your Performance Award (the “Restricted Shares”) are subject to the following restrictions until they expire or terminate.

 

(a) Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

 

(b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2012 Plan.

 

(c) Restricted Shares are subject to the vesting schedule and performance criteria set forth on page 1 of this Award Agreement.

 

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

 

(a) Upon satisfaction of the Performance Criteria set forth on page 1, provided you are then still employed by or in the service of the Company or an Affiliate; or

 

(b) Upon termination of your employment by reason of death or Disability; or

 

(c) Upon a Change in Control (as defined in the 2012 Plan).

 

4. Delivery of Shares. Once the Shares are vested (see schedule on page 1), the Shares (and accumulated dividends and earnings (if any), unless the Compensation Committee elects to pay out the accumulated dividends and earnings prior to vesting), will be distributed in accordance with your instructions.

 

5. Voting and Dividend Rights. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a stockholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares.

 

6. Changes in Capital Structure. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately.

 

7. No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate.

 

8. Payment of Taxes. Upon vesting of the Performance Award the Committee is entitled to require as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes ( i.e. , FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2012 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rules. Outside Directors of the Company are self-employed and not subject to tax withholding.

 

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9. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

 

10. Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Agreement.

 

11. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

 

  SI Financial Group, Inc.
  803 Main Street
  Willimantic, CT  06226
  Attn:  The Compensation Committee of the Board of Directors
    c/o Laurie Gervais – Human Resources Department

 

or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.

 

12. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

 

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