Exhibit 4.4



 






EXHIBIT 4.4




FORM




OF



RESTRICTED STOCK AWARD AGREEMENT




 









 








M&T
BANK CORPORATION

2005 INCENTIVE COMPENSATION PLAN




* * *



RESTRICTED STOCK AWARD AGREEMENT



GRANTEE:



DATE OF GRANT:



COVERED SHARES:


M&T Bank Corporation (the “Company”) hereby grants to the Grantee a Restricted Stock Award for that
number of shares of Common Stock equal to the Covered Shares. This grant is made pursuant to the
M&T Bank Corporation 2005 Incentive Compensation Plan (the “Plan”) and is subject to the terms and
conditions of the Plan and this Agreement. As used herein, the term “Agreement” shall mean,
collectively, this cover page and the related Terms and Conditions of Restricted Stock Award
delivered to the Grantee with this cover page. As used herein, the term “vest” shall mean the
lapsing of the restrictions described herein and in the Plan with respect to one or more Covered
Shares. Capitalized terms used in this Agreement without definition shall have the meanings
assigned to them in the Plan. A copy of the Plan can be viewed and downloaded from the Company’s
Intranet under the Human Resources page.



Subject to the terms of the Plan and this Agreement, including without limitation, the Grantee’s
fulfillment of the employment requirements in Paragraph 3(b) of the Terms and Conditions of
Restricted Stock Award, the Covered Shares acquired hereunder shall vest in accordance with the
following vesting schedule and the applicable provisions of the Plan and this Agreement:





	 	•	 	On                                         ,
200       
[generally 3 years from the Date of Grant],                      of the
Covered Shares will vest;
	 
	 	•	 	On
                                        ,
200        [generally 4 years from the Date of Grant], an additional
                     of the Covered Shares will vest;
	 
	 	•	 	On
                                        ,
200        [generally 5 years from the Date of Grant], the remaining
                     of the Covered Shares will vest.




The unvested portion of the Grantee’s Restricted Stock Award is subject to forfeiture under
Paragraph 3(b) of the Terms and Conditions of Restricted Stock Award. The foregoing vesting
schedule may be accelerated under the circumstances described in Paragraph 3(c) of the Terms and
Conditions of Restricted Stock Award




     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf effective
as of the Date of Grant.



	 	 	 	 	 
	ATTEST:

	 	M&T BANK CORPORATION	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Accepted and agreed to as of the Date of the Grant:	 	 
	 
	 	 	 	 
	 

Grantee

	 	 	 	 






 









 






M&T
BANK CORPORATION

2005 INCENTIVE COMPENSATION PLAN




* * *



TERMS AND CONDITIONS

OF

RESTRICTED STOCK AWARD



     1. Definitions. In this Agreement, except where the context otherwise indicates, the
following definitions apply. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Plan.



          (a) “Covered Shares” means the shares of Common Stock subject to the Restricted Stock Award
set forth as the “Covered Shares” on the cover page of this Agreement.




          (b) “Date of Grant” means the date set forth as the “Date of Grant” on the cover page of this
Agreement.




          (c) “Grantee” means the person identified as the “Grantee” on the cover page of this
Agreement.




          (d) “Restricted Stock Award” means the Restricted Stock granted to the Grantee on the cover
page of this Agreement.




          (e) “Third Party Administrator” means the entity to which the Committee has delegated its
authority to administer the issuance of Restricted Stock granted under the Plan.




     2. Grant of Restricted Stock Award. The Restricted Stock Award granted hereby is
granted in accordance with the cover page of this Agreement.



     3. Terms of the Restricted Stock Award.



          (a) Nature of Restricted Stock Award. Shares of Restricted Stock are actual shares of
Common Stock issued to the Grantee, and shall be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of one or
more stock certificates.




          (b) Employment Requirement; Forfeiture. Except as provided herein, the Grantee must
remain continuously employed by the Company or one of its Affiliates since the Date of Grant and
until the Restricted Stock Award (or a portion thereof) has vested in order to retain the
Restricted Stock Award (or portion thereof, as the case may be). If the Grantee’s employment with
the Company or an Affiliate terminates for any reason, including for Cause or as a result of the
Grantee’s Resignation (other than due to death, Retirement or Disability), before the Grantee’s
entire Restricted Stock Award has fully vested, the Grantee will forfeit that portion of the
Covered Shares that have not vested as of the date of the Grantee’s termination of employment. The
Grantee hereby (i) acknowledges that the Covered Shares may be held in book




 









 







entry form on the books of Registrar and Transfer Company (or another institution specified by the
Company), and irrevocably authorizes the Company to take such actions as may be necessary or
appropriate to effectuate a transfer of the record ownership of any such shares that are unvested
and forfeited hereunder, (ii) agrees to deliver to the Company, as a condition to the issuance of
any stock certificates or certificates with respect to unvested Covered Shares, one or more stock
powers, endorsed in blank, with respect to such shares, and (iii) agrees to sign such other powers
and take such other actions as the Company may reasonably request to accomplish the transfer or
forfeiture hereunder.




          (c) Acceleration of Vesting. Notwithstanding the above provisions of Paragraph 3(b)
and the vesting schedule on the cover page of this Agreement, the unvested portion of the
Restricted Stock Award shall vest in full (i) on the date a Change in Control occurs or (ii) upon
the Grantee’s termination of employment with the Company or an Affiliate due to the Grantee’s
death, Retirement or Disability.




          (d) Nontransferability. Until they have vested, Covered Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will or by the
laws of descent and distribution.




     4. Voting and Dividends. The Grantee shall have the right to vote unvested Covered
Shares and to receive any cash dividends or cash distributions that may be paid with respect
thereto. In the event of a stock dividend, stock distribution, stock split, division of shares or
other corporate structure change which results in the issuance of additional shares with respect to
any unvested Covered Share, such additional shares will be subject to the restrictions of this
Restricted Stock Award in the same manner and for so long as such unvested Covered Share remains
subject to such restrictions, and such additional shares shall be promptly forfeited to the Company
if and when such unvested Covered Share is so forfeited.



     5. Capital Adjustments. The number of Covered Shares shall be subject to adjustment,
in accordance with Section 4.2 of the Plan, if the Committee in its sole discretion deems it
appropriate.



     6. Stock Certificates; Legend. Any stock certificate or certificates representing
unvested Covered Shares shall be held by the Company, and any such certificate (and to the extent
determined necessary or appropriate by the Company, any other evidence of ownership of unvested
Covered Shares) shall contain the following legend:




THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE M&T BANK
CORPORATION 2005 INCENTIVE COMPENSATION PLAN AND A RESTRICTED STOCK AWARD AGREEMENT
ENTERED INTO BETWEEN THE REGISTERED OWNER HEREOF AND M&T BANK CORPORATION. COPIES OF
SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF M&T BANK CORPORATION.


As soon as administratively feasible after the vesting of Covered Shares (or any portion thereof)
and the Grantee’s payment of any applicable taxes, the Company will deliver to the Grantee evidence
of the Grantee’s ownership (by book entry or certificate) of the Covered Shares that have vested
and for which any applicable taxes have been paid, without the aforesaid legend.




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     7. Taxes.



          (a) Vesting. The Grantee expressly acknowledges that the vesting of Covered Shares
acquired under this Restricted Stock Award will give rise to ordinary income that is subject to tax
withholding. The amount of income realized will be the Fair Market Value of the Covered Shares
upon vesting when the substantial risk of forfeiture lapses.




          (b) Withholding. The Company’s obligation to issue or deliver shares of Common Stock
upon the vesting of Covered Shares that are free of restrictions shall be subject to the
satisfaction of any applicable federal, state, local or foreign tax withholding requirements
(including the Grantee’s FICA obligation). The Grantee may satisfy any such withholding obligation
by any of the following means or by a combination of such means: (a) tendering a cash payment; (b)
authorizing the Company or the Third Party Administrator to cancel or sell shares of Common Stock
otherwise issuable to the Grantee upon vesting of Covered Shares; or (c) delivering to the Company
or the Third Party Administrator Previously-Acquired Shares. For purposes of this Paragraph 7(b),
shares of Common Stock that are cancelled, sold and/or delivered to satisfy applicable withholding
taxes shall be valued at their Fair Market Value on the date the withholding tax obligation arises.




          (c) Section 83(b) Election. The Grantee may elect, within thirty (30) days of the
Date of Grant, under Section 83(b) of the Code, to recognize income at the time the Restricted
Stock Award is made. If the Grantee makes a Section 83(b) election, the Grantee must pay tax
withholding based on the Fair Market Value of the Covered Shares on the Date of Grant. If the
Covered Shares (or a portion thereof) are subsequently forfeited, the taxes paid are forfeited, and
the Grantee may not claim a loss with respect to the income recognized or on the Covered Shares
forfeited.




     8. Restriction on Issuance of Covered Shares. Notwithstanding any other provision of
this Agreement, the Grantee agrees, for himself or herself and his or her successors, that the
Covered Shares will not be issued at any time that the Company does not have in effect a
registration statement under the Securities Act of 1933, as amended, relating to the offer of
Common Stock to the Grantee under the Plan, unless the Company agrees to permit such issuance. The
Grantee further agrees, for himself or herself and his or her successors, that, upon the issuance
of any Covered Shares, he or she will, upon the request of the Company, agree in writing that he or
she is acquiring such shares for investment only and not with a view to resale, and that he or she
will not sell, pledge or otherwise dispose of such shares so issued unless and until (a) the
Company is furnished with an opinion of counsel to the effect that registration of such shares
pursuant to the Securities Act of 1933, as amended, is not required by that Act and the rules and
regulations thereunder; (b) the staff of the Securities and Exchange Commission has issued a
“no-action” letter with respect to such disposition; or (c) such registration or notification as
is, in the opinion of counsel for the Company, required for the lawful disposition of such shares
has been filed by the Company and has become effective; provided, however, that the Company is not
obligated hereby to file any such registration or notification. The Grantee further agrees that
the Company may place a legend embodying such restriction on the certificates evidencing such
shares.



     9. Employment. Neither the Restricted Stock Award evidenced by this Agreement nor any
term or provision of this Agreement shall constitute or be evidence of any understanding, express
or implied, on the part of the Company or any of its Affiliates to employ the Grantee for any
period. Whenever reference is made in this Agreement to the employment of the Grantee, it means
employment by the Company or an Affiliate.



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     10. Subject to the Plan. The Restricted Stock Award evidenced by this Agreement are
subject to the terms and conditions of the Plan, which are incorporated herein by reference and
made a part hereof, but the terms of the Plan shall not be considered an enlargement of any
benefits under this Agreement. In addition, the Restricted Stock Award is subject to any rules and
regulations promulgated by the Committee.



     11. Governing Law. The validity, construction, interpretation and enforceability of
this Agreement shall be determined and governed by the laws of the State of New York without giving
effect to the principles of conflicts of laws.




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