Westfield
Financial, Inc. S-8


Exhibit
10.2


 


Option
No.: _______


WESTFIELD
FINANCIAL, INC.


2014
OMNIBUS INCENTIVE PLAN


Incentive
Stock OPTION AGREEMENT

COVER SHEET


Westfield
Financial, Inc., a Massachusetts corporation (the “Company”), hereby grants an option (the “Option”)
to purchase shares of its common stock, $0.01 par value per share (the “Stock”), to the Optionee named below,
subject to the vesting and other conditions set forth below. Additional terms and conditions of the Option are set forth in this
cover sheet and in the attached Incentive Stock Option Agreement (collectively, the “Agreement”) and in the
Company’s 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”).


	Optionee Name:	 
	Grant
    Date:	 
	Number
    of Shares of Stock Covered by the Option:	 
	 	 	 


Option
Price per Share of Stock: $_____.___


(At
least 100% of the Fair Market Value of a share of Stock on the Grant Date or 110% of the Fair Market Value on the Grant Date if
the Optionee is a Ten Percent Stockholder)


	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, a copy of which
is also attached. 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.




    	 



    	 



    

WESTFIELD
FINANCIAL, INC.


2014
OMNIBUS INCENTIVE PLAN


Incentive
Stock OPTION AGREEMENT


	Incentive
    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 intended to be an “incentive stock option” under Section 422 of the Code and will be interpreted
        accordingly. If you cease to be an employee of the Company, its parent, the Bank, or a subsidiary (an “Employee”)
        but continue to provide Service, this Option will be deemed a Non-Qualified Stock Option as of the date three (3) months
        and one (1) day after you cease to be an Employee. In addition, to the extent that all or part of this Option exceeds
        the “$100,000 per year limitation” rule of Section 422(d) of the Code, this Option or the lesser excess part
        will be deemed to be a Non-Qualified Stock Option.

	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.

        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 (or, if you are a Ten Percent Stockholder, on the day before the
    fifth (5th) 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.

        The
        Committee determines, in its sole discretion, which leaves count for this purpose and when your Service terminates for
        all purposes under the Plan.





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	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).


	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 or direct registration (including transaction advices) or
    the issuance of one or more share certificates.
	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 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 exercise of this Option or sale of shares of Stock arising from this 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.




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	Transfer
    of Option	During
    your lifetime, only you (or, in the event of your legal incapacity or incompetency, your guardian or legal representative)
    may exercise the Option.  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.  If
    you attempt to do any of these things, this Option will immediately become forfeited.
	Notice
    of Subsequent 

    Disposition of Shares	You
    must notify the Company in writing within ten (10) days after the date of any disposition of the shares of common stock issued
    upon exercise of this Option that occurs within two (2) years after the Grant Date set forth on the cover sheet of this Agreement
    or within one (1) year after the shares of common stock are transferred to you upon exercise of the Option.
	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.

        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.




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	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.

	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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