EXHIBIT 10.2

  

  

  

  

  

  
    
      FORM OF

      TIME-BASED

      RESTRICTED STOCK AWARD

      

      

      Granted by

      

      

      KEARNY FINANCIAL CORP.

      

      

      under the

      

      

      KEARNY FINANCIAL CORP.

      2021 EQUITY INCENTIVE PLAN

      

      

      This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in
        every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Kearny Financial Corp. (the “Company”) which are incorporated herein by reference and
        made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this
        Agreement by the Committee appointed to administer the Plan (“Committee”) or the Board will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors
        and permitted assigns.  Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as
        amended from time to time (the “Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.  Any reference to the “Bank” herein shall refer to Kearny Bank and any
        reference to “Employer” shall mean either or both the Company and the Bank.

      

        	
                1.

              	Name of Participant:__________________________


      

      
        

        

        
          	
                  2.

                	Date of Grant:__________________________


        

        

      

      
        	
                3.

              	
                Total number of shares of Company common stock, $0.01 par value per share, 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 first
                  becomes earned in accordance with the vesting schedule specified herein.

                 

                

              


      

      	
              Date

            	
              Number of Shares Vesting

            
	 	 
	 	 
	 	 
	 	 
	 	 


      

      

      
        
          


      

      Vesting will automatically accelerate pursuant to Sections 2.5, 2.7 and 4.1 of the Plan (in the event of death, Disability or Involuntary Termination at or following a Change in Control).

      

        	5.	Grant of Restricted Stock Award.


      

      

      

      The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company,
        together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant.  Notwithstanding the foregoing, the Company
        may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically or through book entry) in order to facilitate the paperless transfer of such Awards.  The Restricted Stock awarded to the Participant will not be sold,
        encumbered, hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

       

      

      	6.	
              Terms and Conditions.

               

              

            


      	

            	6.1	
              The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.

               

              

            


      	

            	6.2	
              Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant within thirty (30) days after the Restricted
                Stock Award vests.  If the shares of Stock do not vest, the dividends held by the Company with respect to the Stock shall be forfeited by the Participant. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award
                will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.

            


       

      

      
        	7.	Delivery of Shares.


      

       

      

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

      

        	8.	Change in Control.


      

      

      

      	

            	8.1	
              In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.

            


      

      

      	

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

            


       

      

      
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        	9.	Adjustment Provisions.


      

      

      

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

      

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


      

      

      

      10.1 This Restricted Stock Award will
          vest as follows:

       

        

      
        	
                (i)

              	
                Death.  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all
                  shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.

                 

                

              


      

      
        	
                (ii)

              	
                Disability.  In the event of the Participant’s Termination of Service by reason
                    of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.

                  

                

              


      

      
        	
                (iii)

              	
                Retirement.  In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has
                  not vested as of the date of Termination of Service will expire and be forfeited.  “Retirement” shall have the meaning set forth in Section 2.7(a) of the Plan.

                  

                

              


      

      
        	
                (iv)

              	
                Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Restricted Stock
                  granted to a Participant that has not vested will expire and be forfeited.

                 

                

              


      

      
        	
                (iv)

              	
                Other Termination.  If a Participant terminates Service for any reason other than due to death, Disability,
                  Involuntary Termination at or following a Change in Control or for Cause, all shares of  Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

              


      

          

      
        	11.	Miscellaneous.


      

      

      

      	

            	11.1	
              No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

               

              

            


      	

            	11.2	
              This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

                

              

            


      	

            	11.3	
              Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

            


      
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            	11.4	
              This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.

               

              

            


      	

            	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]

      

      

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

      KEARNY FINANCIAL CORP.

      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
        2021 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2021 Equity Incentive Plan.

      PARTICIPANT

       

      

      _________________________________

      

       

      

       

      

      

      

       

      

    

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