UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 2, 2015

 

 

MERIDIAN BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-36573   46-5396964

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

67 Prospect Street, Peabody, Massachusetts   01960
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 567-1500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)  Stock Option and Restricted Stock Awards . On November 2, 2015, Meridian Bancorp, Inc. (the “Company”) granted 1,395,314 stock options and 600,700 restricted stock awards under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”) to its directors, officers and employees, including the Company’s named executive officers.

Each award granted under the Plan is evidenced by an award agreement signed by the grantee. The Employee Stock Option Agreement and the Director Stock Option Agreement provide the terms of individual option grants, including the number of options granted, the exercise price per share, the date of grant, the restrictions on transfer, the effect of termination under certain conditions, and the term and expiration date of the options. The Restricted Stock Award Agreement provides the terms of individual restricted stock awards, including the number of shares awarded, the restrictions on transfer, grantee rights prior to vesting of awards, and the effect of termination under certain conditions. Each stock option award and each restricted stock award will vest in equal installments over a five year period, commencing one year from the date of grant.

The foregoing description of the material terms of the above Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements which are filed as Exhibits hereto and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.

  

Description

10.2    Form of Employee Stock Option Agreement under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan
10.3    Form of Director Stock Option Agreement under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan
10.18    Form of Restricted Stock Award Agreement under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    MERIDIAN BANCORP, INC.
DATE: November 5, 2015       By:  

/s/ Mark L. Abbate

      Mark L. Abbate
      Executive Vice President, Treasurer and
      Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

  

Description

10.2    Form of Employee Stock Option Agreement under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan
10.3    Form of Director Stock Option Agreement under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan
10.18    Form of Restricted Stock Award Agreement under the Meridian Bancorp, Inc. 2015 Equity Incentive Plan

Exhibit 10.2

EMPLOYEE

S TOCK O PTION

Granted by

MERIDIAN BANCORP, INC.

under the

MERIDIAN BANCORP, INC.

2015 EQUITY INCENTIVE PLAN

This stock option agreement (“ Option ” or “ Agreement ”) is and shall be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “ Plan ”) of Meridian Bancorp, 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 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 appointed to administer the Plan (“ Committee ”) or the Board shall 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” shall 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 shall have the same meaning as in the Plan.

 

1. Name of Participant :                                                                                                                                   

 

2. Date of Grant: November 2, 2015

 

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 11 hereof).

 

  •   Number of Incentive Stock Options:                                                                                             

 

  •   Number of Non-Qualified Options:                                                                                               

 

4. Exercise price per share: $                     
  (subject to adjustment pursuant to Section 11 below)

 

5. Expiration Date of Option: November 2, 2025

 

6.

Vesting Schedule . Except as otherwise provided in this Agreement, this Option shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or November 2, 2016, and succeeding installments on each anniversary thereafter, through November 2, 2020. To the extent

  the Options awarded to me are not equally divisible by “5,” any excess Options shall vest on November 2, 2020. The right of exercise shall be cumulative. This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.9(c) of the Plan (in the event of death or Disability).

 

7. Exercise Procedure .

 

  7.1 Delivery of Notice of Exercise of Option . This Option shall be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “ Notice of Exercise of Option ” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

 

  (i) by tendering, either actually or by attestation, shares of Stock valued at Fair Market Value (as defined in Section 8.1(t) hereof) as of the day of exercise;

 

  (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise;

 

  (iii) by a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding);

 

  (iv) by personal, certified or cashier’s check, or

 

  (v) by other property deemed acceptable by the Committee; or

 

  (vi) by any combination thereof.

 

  7.2 “Fair Market Value on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, “Fair Market Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section 422 and applicable provisions of Section 409A.

 

8. Delivery of Shares.

 

  8.1 Delivery of Shares . Delivery of shares of Stock upon the exercise of this Option shall be subject to the following:

 

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  (i) Delivery of shares of Stock shall comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

 

  (ii) The issuance of shares of Stock pursuant to the exercise of this Option may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

 

9. Change in Control.

 

  9.1 In the event of an Involuntary Termination following a Change in Control, all Options held by the Participant shall become fully vested and exercisable (subject to the expiration provisions otherwise applicable to the Option) and shall be exercisable for a period of one year following the Participant’s Involuntary Termination following a Change in Control, as set forth in Section 4.1 of the Plan.

 

  9.2 A “ Change in Control ” shall be deemed to have occurred as provided in Section 4.2 of the Plan.

 

10. Adjustment Provisions.

 

  10.1 This Option, including the number of shares subject to the Option and the exercise price, shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

 

11. Termination of Option and Accelerated Vesting .

 

  11.1 This Option shall terminate upon the Option’s expiration date, or earlier as follows:

 

  (i) Death . This Option shall vest and become exercisable in full in the event of the Participant’s Termination of Service by reason of the Participant’s death while this Option is unexercised. This Option may thereafter be exercised by the legal representative or legatee of the Participant for a period of one year from the date of death, subject to termination on the expiration date of this Option, if earlier.

 

  (ii) Disability . This Option shall vest and become exercisable in full in the event of the Participant’s Termination of Service by reason of Disability while this Option is unexercised. This Option may thereafter be exercised for a period of one year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier. Except to the extent prohibited by Code Section 409A, the Committee shall have sole authority and discretion to determine whether the Participant’s Service has been terminated by reason of Disability.

 

  (iii)

Retirement . If the Participant’s Service terminates by reason of the Participant’s Retirement, the Participant’s vested Options shall remain exercisable for the duration of the term set forth in the Award Agreement

 

3

  and the Participant’s unvested Options shall continue to vest in accordance with the schedule set forth in Exhibit C. For purposes of this Award, Retirement means retirement from employment as an Employee on or after attainment of age 65. An Employee who is also a Director shall not be deemed to have terminated due to Retirement until both Service as an Employee and Service as a Director have ceased.

 

  (iv) Termination for Cause . If the Participant’s Service has been terminated for Cause, this Option shall immediately terminate and be of no further force and effect. The Board of Directors shall have sole authority and discretion to determine whether the Participant’s employment has been terminated for Cause.

 

  (v) Other Termination . If the Participant’s Service terminates for any reason other than death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier.

 

  (vi) Incentive Option Treatment . No Option shall be eligible for treatment as an incentive stock option in the event such Option is exercised more than three months following termination of employment, or one year following termination of employment due to Disability and provided further, in order to obtain incentive stock option treatment for Options exercised by heirs or devisees of a Participant, the Participant’s death must have occurred while employed or within three (3) months of termination of employment.

 

12. Miscellaneous.

 

  12.1 No Option shall 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, Options under the Plan are not transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order. The Committee shall have the discretion to permit the transfer of Options (except Incentive Stock Options) under the Plan; provided, however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such Immediate Family Members or to charitable organizations, and, provided, further, that such transfers are not made for consideration to the Participant.

 

  12.4 This Option shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

 

4

  12.5 This Option 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.

[Signature Page Follows]

 

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

 

MERIDIAN BANCORP, 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 2015 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Equity Incentive Plan.

 

PARTICIPANT

 

 

6

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

(BY EMPLOYEES)

I hereby exercise the stock option (the “Option”) granted to me by Meridian Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Meridian Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase             shares of common stock of the Company (“Common Stock”) for a purchase price of $            per share.

 

I am exercising  

 

   Incentive Stock Options
 

 

   Non-qualified Stock Options

Enclosed please find (check one or more, as applicable):

 

             

     Cash, personal, certified or cashier’s check in the sum of $            , in full/partial payment of the purchase price.

 

     Stock of the Company with a fair market value of $            in full/partial payment of the purchase price.*

 

     My check in the sum of $             and stock of the Company with a fair market value of $            , in full/partial payment of the purchase price.*

 

     Please sell             shares from my Option shares through a broker in full/partial payment of the purchase price.

 

     By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and if applicable, any minimum required tax withholding).

I understand that after this exercise,             shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

 

             

     investment

 

     resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

 

Date:                     ,         .  

 

 
                  Participant’s signature  

 

* If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

 

7

Exhibit 10.3

OUTSIDE DIRECTOR

S TOCK O PTION

Granted by

MERIDIAN BANCORP, INC.

under the

MERIDIAN BANCORP, INC.

2015 EQUITY INCENTIVE PLAN

This stock option agreement (“ Option ” or “ Agreement ”) is and shall be subject in every respect to the provisions of the 2015 Equity Incentive Plan (the “ Plan ”) of Meridian Bancorp, 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 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 appointed to administer the Plan (“ Committee ”) or the Board shall 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” shall 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 shall have the same meaning as in the Plan.

 

1. Name of Participant :                                                                                                                                   

 

2. Date of Grant: November 2, 2015

 

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 11 hereof).

 

  •   This is a Non-Qualified Option.

 

4. Exercise price per share: $                     
  (subject to adjustment pursuant to Section 11 below)

 

5. Expiration Date of Option: November 1, 2025.

 

6.

Vesting Schedule . Except as otherwise provided in this Agreement, this Option shall vest in five (5) equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or November 2, 2016, and succeeding installments on each anniversary thereafter, through November 2, 2020. To the extent the Options awarded to me are not equally divisible by “5,” any excess Options shall vest on November 2, 2020. The right of exercise shall be cumulative. This Option may not

  be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.9(c) of the Plan (in the event of death or Disability).

 

7. Exercise Procedure .

 

  7.1 Delivery of Notice of Exercise of Option . This Option shall be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “ Notice of Exercise of Option ” attached hereto as Exhibit A) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, including:

 

  (i) by tendering, either actually or by attestation, shares of Stock valued at Fair Market Value (as defined in Section 8.1(t) hereof) as of the day of exercise;

 

  (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise;

 

  (iii) by a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and if applicable, any minimum required tax withholding);

 

  (iv) by personal, certified or cashier’s check, or

 

  (v) by other property deemed acceptable by the Committee; or

 

  (vi) by any combination thereof.

 

  7.2 “Fair Market Value” on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, “Fair Market Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section 422 and applicable provisions of Section 409A.

 

8. Delivery of Shares.

 

  8.1 Delivery of Shares . Delivery of shares of Stock upon the exercise of this Option shall be subject to the following:

 

  (i) Delivery of shares of Stock shall comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

 

2

  (ii) The issuance of shares of Stock pursuant to the exercise of this Option may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

 

9. Change in Control.

 

  9.1 In the event of an Involuntary Termination following a Change in Control, all Options held by the Participant shall become fully vested and exercisable (subject to the expiration provisions otherwise applicable to the Option) and shall be exercisable for a period of one year following the Participant’s Involuntary Termination following a Change in Control, as set forth in Section 4.1 of the Plan.

 

  9.2 A “ Change in Control ” shall be deemed to have occurred as provided in Section 4.2 of the Plan.

 

10. Adjustment Provisions.

 

  10.1 This Option, including the number of shares subject to the Option and the exercise price, shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

 

11. Termination of Option and Accelerated Vesting .

 

  11.1 This Option shall terminate upon the Option’s expiration date, or earlier as follows:

 

  (i) Death . This Option shall vest and become exercisable in full in the event of the Participant’s Termination of Service by reason of the Participant’s death while this Option is unexercised. This Option may thereafter be exercised by the legal representative or legatee of the Participant for a period of one year from the date of death, subject to termination on the expiration date of this Option, if earlier.

 

  (ii) Disability . This Option shall vest and become exercisable in full in the event of the Participant’s Termination of Service by reason of Disability while this Option is unexercised. This Option may thereafter be exercised for a period of one year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier. Except to the extent prohibited by Code Section 409A, the Committee shall have sole authority and discretion to determine whether the Participant’s Service has been terminated by reason of Disability.

 

  (iii)

Retirement. If the Participant’s Service terminates by reason of the Participant’s Retirement, the Participant’s vested Options shall remain exercisable for the duration of the term set forth in the Award Agreement and the Participant’s unvested Options shall continue to vest in accordance with the schedule set forth in Section 6 of this Agreement. For purposes

 

3

  of this Award, Retirement shall mean Termination of Service as a Director on or after attaining age 75. A non-Employee Director who terminates Service as a director but who continues to serve as a director emeritus or advisory director shall not be deemed to have terminated due to Retirement until both Service as a Director and Service as a director emeritus or advisory director have terminated.

 

  (iv) Termination for Cause . If the Participant’s Service has been terminated for Cause, this Option shall immediately terminate and be of no further force and effect. The Board of Directors shall have sole authority and discretion to determine whether the Participant’s Service has been terminated for Cause.

 

  (v) Other Termination . If the Participant’s Service terminates for any reason other than death, Disability, Retirement or for Cause, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following termination, subject to termination on the Option’s expiration date, if earlier.

 

12. Miscellaneous.

 

  12.1 No Option shall 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, Options under the Plan are not transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order. The Committee shall have the discretion to permit the transfer of Options under the Plan; provided, however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such Immediate Family Members or to charitable organizations, and, provided, further, that such transfers are not made for consideration to the Participant.

 

  12.4 This Option shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

 

  12.5 This Option 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.

 

4

  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]

 

5

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

 

MERIDIAN BANCORP, 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 2015 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Equity Incentive Plan.

 

PARTICIPANT

 

 

6

EXHIBIT A

NOTICE OF EXERCISE OF OPTION

(BY OUTSIDE DIRECTORS)

I hereby exercise the stock option (the “Option”) granted to me by Meridian Bancorp, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Meridian Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase                      shares of common stock of the Company (“Common Stock”) for a purchase price of $                 per share.

Enclosed please find (check one):

 

             

     Cash, personal, certified or cashier’s check in the sum of $            , in full/partial payment of the purchase price.

 

     Stock of the Company with a fair market value of $             in full/partial payment of the purchase price.*

 

     My check in the sum of $             and stock of the Company with a fair market value of $            , in full/partial payment of the purchase price.*

 

     Please sell              shares from my Option shares through a broker in full/partial payment of the purchase price.

 

     By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and if applicable, any minimum required tax withholding).

I understand that after this exercise,                  shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.

I hereby represent that it is my intention to acquire these shares for the following purpose:

 

             

     investment

 

     resale or distribution

Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.

 

Date:                     ,         .  

 

 
                  Participant’s signature  

 

* If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

 

7

Exhibit 10.18

R ESTRICTED S TOCK A WARD

Granted by

MERIDIAN BANCORP, INC.

under the

MERIDIAN BANCORP, INC.

2015 EQUITY INCENTIVE PLAN

This restricted stock agreement (“ Restricted Stock Award ” or “ Agreement ”) is and shall be subject in every respect to the provisions of the Meridian Bancorp, Inc. 2015 Equity Incentive Plan (the “ Plan ”) 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 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 appointed to administer the Plan (“ Committee ”) or the Board shall 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 ” shall mean Meridian Bancorp, Inc., 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 shall have the same meaning as in the Plan.

 

1. Name of Participant :                                                                                                                                            

 

2. Date of Grant : November 2, 2015

 

3. Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:                                                                                                                                                                                  
  (subject to adjustment pursuant to Section 9 hereof).

 

4. Vesting Schedule . Except as otherwise provided in this Agreement, this Restricted Stock Award shall vest in five (5) equal annual installments, with the first installment becoming earned on the first anniversary of the date of grant, or November 2, 2016, and succeeding installments on each anniversary thereafter, through November 2, 2020. Vesting will automatically accelerate pursuant to Section 2.9(c) of the Plan (in the event of death or Disability).

 

5. Grant of Restricted Stock Award.

The Restricted Stock Award shall be in the form of issued and outstanding shares of Stock that shall be 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 satisfaction of the conditions to which the Restricted Stock Award is subject.

The shares of common stock awarded under this Restricted Stock Award may be issued in certificate form or in electronic form, in the discretion of the Company. If the shares are certificated, the Participant shall receive a certificate or certificates representing the shares of Restricted Stock that have been awarded to him. The certificates evidencing the Restricted Stock Award shall bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant shall not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Agreement, until such Restricted Stock has vested.

 

6. Terms and Conditions .

The Participant shall have the right to vote the shares of Restricted Stock awarded hereunder. Any dividends or distributions declared and paid with respect to shares of Stock subject to the Restricted Stock Award, other than a stock dividend consisting of shares of Stock, will be immediately distributed to the Participant.

 

7. Delivery of Shares .

Delivery of shares of Stock under this Restricted Stock Award shall be subject to the following:

 

  (i) Delivery of shares of Stock shall comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

 

  (ii) The issuance of shares of Stock pursuant to this Restricted Stock Award may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

 

8. Change in Control.

 

  8.1 In the event of an Involuntary Termination following a Change in Control, all Restricted Stock Awards held by the Participant shall be fully earned and vested immediately.

 

  8.2 A “ Change in Control ” shall be deemed to have occurred as provided in Section 4.2 of the Plan.

 

9. Adjustment Provisions.

 

  9.1 This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, shall be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

 

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

 

  10.1 This Restricted Stock Award shall vest as follows:

  (i) Death . This Restricted Stock Award shall vest immediately in the event of the Participant’s Termination of Service by reason of the Participant’s death.

 

  (ii) Disability . This Restricted Stock Award shall vest immediately in the event of the Participant’s Termination of Service by reason of Disability. Except to the extent prohibited by Code Section 409A, the Committee shall have sole authority and discretion to determine whether the Participant’s Service has been terminated by reason of Disability.

 

  (iii) Retirement. If the Participant’s Service terminates by reason of the Participant’s Retirement, the Participant’s unvested Restricted Stock Awards shall continue to vest in accordance with the vesting schedule set forth in Section 4 of this Agreement. For purposes of this Award, Retirement means retirement from employment as an Employee on or after attainment of age 65, or Termination of Service as a Director on or after attainment of age 75. A Director will be deemed to have terminated due to Retirement only if the Director has terminated service on the Boards of the Company and any subsidiary or affiliate in accordance with applicable Company policy, following provision of written notice to the Company of intent to retire.

 

  (iv) Termination for Cause . If the Participant’s Service has been terminated for Cause, this Restricted Stock Award shall immediately terminate and be of no further force and effect. The Board of Directors shall have sole authority and discretion to determine whether the Participant’s Service has been terminated for Cause.

 

  (v) Other Termination . If the Participant’s Service terminates for any reason other than death, Disability, Retirement or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested shall be forfeited by such Participant.

 

11. Miscellaneous.

 

  11.1 No Restricted Stock Award shall 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 shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.

  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 instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

 

MERIDIAN BANCORP, 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 2015 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2015 Equity Incentive Plan.

 

PARTICIPANT