Western New England Bancorp, Inc. S-8


Exhibit 10.3


 


Option No.: _______


 


WESTERN
NEW ENGLAND BANCORP, INC.


2021
OMNIBUS INCENTIVE PLAN


 


NON-QUALIFIED
STOCK OPTION AGREEMENT

COVER SHEET


 


Western New England
Bancorp, Inc., a Massachusetts corporation (the “Company”), hereby grants an option (the “Option”)
to purchase shares of the Company’s common stock, $0.01 par value per share (the “Stock”), to the Optionee
named below, subject to the terms and conditions set forth in this cover sheet, in the attached Non-Qualified Stock Option Agreement
(together with the cover sheet, the “Agreement”), and in the Company’s 2021 Omnibus Incentive Plan (as
it may be amended from time to time, the “Plan”). 


	Grant Date:	 	 
	Name of Optionee:	 	 
	Number of shares of Stock covered by the Option:	 	 
	Option Price per share of Stock:	 	 
	Vesting Start Date:	 	 
	Vesting Schedule:	 	 


 


 


By your signature
below, you agree to all of the terms and conditions described in the Agreement and in the Plan. You acknowledge that you have carefully
reviewed the Plan and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent
with the Plan.


 


	Optionee:	 	 	Date:	 	 
	 	(Signature)	 	 	 	 
	 	 	 	 	 	 
	Company:	 	 	Date:	 	 
	 	(Signature)	 	 	 	 
	 	 	 	 	 	 
	Name:	 	 	 	 	 
	 	 	 	 	 	 
	Title:	 	 	 	 	 


 


Attachment


 


This is not a share certificate or a
negotiable instrument.


 






     


     


    

 


WESTERN
NEW ENGLAND BANCORP, INC.


2021
OMNIBUS INCENTIVE PLAN


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


	Non-Qualified Stock Option 	
        This Agreement evidences an award of an
        Option exercisable for that number of shares of Stock set forth on the cover sheet of this Agreement and subject to the vesting
        and other conditions set forth in this Agreement and in the Plan. This Option is not intended to be an “incentive stock option”
        under Section 422 of the Code and will be interpreted accordingly.

         

	Vesting	
        This Option is exercisable only before
        it expires and then only with respect to the vested portion of the Option.

         

        Subject to Section 16 of the Plan, the
        Option will vest in accordance with the vesting schedule shown on the cover sheet of this Agreement, so long as you continue in
        Service on each applicable vesting date set forth on the cover sheet of this Agreement. The resulting aggregate number of vested
        shares covered by the Option will be rounded to the nearest whole number, and you cannot vest in more than the total number of
        shares covered by the Option.

         

        Except as provided under “Death”
        or “Disability” below, no additional shares of Stock will vest after your Service has terminated for any reason.

         

	Term	
        Notwithstanding anything in this Agreement
        to the contrary, your Option will expire in any event at the close of business at Company headquarters on the day before the tenth
        (10th) anniversary of the Grant Date, as shown on the cover sheet of this Agreement. Your Option will expire earlier
        if your Service terminates, as described herein.

         

	Regular Termination	
        Subject to Section 16 of the Plan, if your
        Service terminates for any reason other than death, Disability, or Cause, then your Option will expire at the close of business
        at Company headquarters on the thirtieth (30th) day after your termination of Service.

        

         

	Termination for Cause	
        If your Service is terminated for Cause,
        you will immediately forfeit all rights to your Option, and the Option will immediately expire. You will be prohibited from exercising
        the Option from and after the time of such termination of Service.

         

	Death 	If your Service terminates because of your death, then your Option will become fully vested and will expire at the close of business at Company headquarters on the date twelve (12) months after your date of death. During that twelve (12)-month period, your estate or heirs may exercise your Option.
	Disability	If your Service terminates because of your Disability, then your Option will become fully vested and will expire at the close of business at Company headquarters on the date twelve (12) months after your termination of Service. 
	Leaves of Absence	
        For purposes of this Agreement, your Service
        does not terminate when you go on a bona fide employee leave of absence that was approved by the Company, the Bank, or any
        Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is
        required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on employee leave,
        unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the
        approved leave ends unless you immediately return to active employee work.

        

         




 






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	 	The Committee determines, in its sole discretion,
        which leaves count for this purpose and when your Service terminates for all purposes under the Plan.
	 	 
	Forfeiture of Unvested Option	
        Unless the termination of your Service
        triggers accelerated vesting or other treatment of your Option pursuant to the terms of this Agreement, the Plan, or any other
        written agreement between the Company, the Bank, or an Affiliate and you, you will automatically forfeit to the Company those portions
        of the Option that have not yet vested in the event your Service terminates for any reason.

        

         

	Notice of Exercise	
        The Option may be exercised, in whole or
        in part, to purchase a whole number of vested shares of Stock of not less than one hundred (100) shares, unless the number of vested
        shares of Stock purchased is the total number available for purchase under the Option, by following the procedures set forth in
        the Plan and in this Agreement.

         

        When you wish to exercise this Option,
        you must exercise in a manner required or permitted by the Company.

         

        If someone else wants to exercise this
        Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

         

	Form of Payment	
        When you exercise your Option, you must
        include payment of the Option Price indicated on the cover sheet for the shares of Stock you are purchasing. Payment may be made
        in one (or a combination) of the following forms:

         

        ●     Cash,
        your personal check, a cashier’s check, a money order, or another cash equivalent acceptable to the Company.

        

        ●     Shares
        of Stock that are owned by you and that are surrendered to the Company. The Fair Market Value of the shares of Stock as of the
        effective date of the Option exercise will be applied to the Option Price.

        

        ●     By
        delivery (on a form prescribed by the Company) of an irrevocable direction to a licensed securities broker acceptable to the Company
        to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price
        and any required withholding taxes (if approved in advance by the Committee or the Board if you are either an executive officer
        or a director of the Company).

        

         
With
        the consent of the Company, the Company’s withholding shares of Stock that would otherwise be issuable in an amount equal
        to the Option Price and the required tax withholding amount.
         

	Evidence of Issuance	
        The issuance of the shares of Stock upon
        exercise of this Option will be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including,
        without limitation, book-entry, registration, or issuance of one or more share certificates.

         




 






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	Withholding Taxes	
        You agree as a condition of this Option
        that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of or in connection
        with the Option, including the Option exercise or sale of shares of Stock acquired under this Option. In the event that the Company,
        the Bank, or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating
        to the Option, the Company, the Bank, or any Affiliate will have the right to require such payments from you, or withhold such
        amounts from other payments due to you from the Company, the Bank, or any Affiliate. To satisfy this withholding obligation, the
        Company may provide you with the opportunity, in its discretion, to have the Company withhold shares of Stock otherwise issuable
        to you or by delivering to the Company shares of Stock already owned by you. If the Company provides you with the foregoing opportunity
        and you fail to make an election to do either, the Company may determine which method to use, including by withholding shares of
        Stock otherwise issuable to you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to
        the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

         

	Transfer of Option	
        Except as provided in this section, during
        your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative) may
        exercise the Option, and the Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether
        by operation of law or otherwise, nor may the Option be made subject to execution, attachment, or similar process.

         

        You may transfer all or part of this Option,
        not for value, to any Family Member, provided that you provide prior written notice to the Company, in a form satisfactory to the
        Company, of such transfer. For the purpose of this section, a “not for value” transfer is a transfer which is (i) a
        gift, (ii) a transfer under a domestic relations order in settlement of marital property rights, or (iii) a transfer to an entity
        in which more than fifty percent (50%) of the voting interests are owned by Family Members (or you) in exchange for an interest
        in such entity. Subsequent transfers of transferred Options are prohibited except to your Family Members in accordance with this
        section or by will or the laws of descent and distribution. In the event of your termination of Service, this Agreement shall continue
        to be applied with respect to you, following which the Option shall be exercisable by the transferee only to the extent and for
        the periods specified herein.

         

        

	Retention Rights	
        This Agreement and the grant evidenced
        by this Agreement do not give you the right to be retained or employed by the Company, the Bank, or any Affiliate in any capacity.
        Unless otherwise specified in an employment or other written agreement between the Company, the Bank, or any Affiliate and you,
        the Company, the Bank, and any Affiliate reserve the right to terminate your Service at any time and for any reason.

         

        

	Stockholder Rights	
        You, or your estate or heirs, have no rights
        as a stockholder of the Company until the shares of Stock have been fully paid for upon exercise of your Option and either a share
        certificate evidencing your shares of Stock have been issued or an appropriate entry has been made on the Company’s books.
        No adjustments are made for dividends, distributions, or other rights if the applicable record date occurs before your share certificate
        is issued (or an appropriate entry is made), except as described in the Plan.

        

        

         




 






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	 	Your Option will be subject to the terms
        of any applicable agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity.
	 	 
	Forfeiture of Rights	
        If you should take actions in violation
        or breach of or in conflict with (i) any employment agreement, (ii) any non-competition agreement, (iii) any agreement prohibiting
        solicitation of employees or clients of the Company, the Bank, or any Affiliate, (iv) any confidentiality obligation with respect
        to the Company, the Bank, or any Affiliate, (v) any Company or Bank policy or procedure, (vi) any other agreement, or (vii) any
        other obligation between you and the Company, the Bank, or any Affiliate, the Company has the right to cause an immediate forfeiture
        of the gain, if any, you have realized under this Agreement and your rights to this Option, and the Option will immediately expire.

         

	Recoupment	
        This Option is subject to mandatory repayment
        by you to the Company to the extent you are or in the future become subject to (i) any Company or Bank “clawback” or
        recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by
        the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule,
        or regulation.

         

        If the Company is required to prepare an
        accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting
        requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct,
        knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse
        the Company the amount of any payment in settlement of this Option earned or accrued during the twelve (12)-month period following
        the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document
        that contained such material noncompliance.

         

	Applicable Law	
        This Agreement will be interpreted and
        enforced under the laws of the Commonwealth of Massachusetts, other than any conflicts or choice of law rule or principle that
        might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.

         

	The Plan	
        The text of the Plan is incorporated into
        this Agreement by reference.

         

        Certain capitalized terms used in
        the Agreement are defined in the Plan and have the meaning set forth in the Plan.

         

        This Agreement and the Plan constitute
        the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments, or negotiations
        concerning this grant are superseded, except that any written employment, consulting, confidentiality, non-solicitation, and/or
        severance agreement between you and the Company, the Bank, or any Affiliate will supersede this Agreement with respect to its subject
        matter.

         




 






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	Data Privacy	
        To administer the Plan, the Company, the
        Bank, or their Affiliates may process personal data about you. Such data includes, but is not limited to, information provided
        in this Agreement and any changes thereto, other appropriate personal and financial data about you, such as your contact information,
        payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration
        of the Plan.

         

        By accepting this Option, you give explicit
        consent to the Company, the Bank, and their Affiliates to process any such personal data.

         

	Consent to Electronic Delivery	The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this Option you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Company’s Human Resources Department to request paper copies of these documents.
	Code Section 409A	The Option is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, the Bank, their Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, the Bank, their Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty.


  


By signing this Agreement, you agree
to all of the terms and conditions

described above and in the Plan.


 






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