Westfield
Financial, Inc. S-8



Exhibit
10.4


 


Grant
No.: _______


WESTFIELD
FINANCIAL, INC.


2014
OMNIBUS INCENTIVE PLAN


RESTRICTED
STOCK AGREEMENT

COVER SHEET


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


	Grantee’s Name:	 
	Grant Date:	 
	Number
    of Shares of Stock Covered by the Grant:	 
	 	 	 


Purchase
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, 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.


	Grantee:	 	 	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


RESTRICTED
STOCK AGREEMENT


	Restricted
    Stock/ Nontransferability	This
                                         Grant is an award of Stock in the number of shares set forth on the cover sheet of this
                                         Agreement, at the purchase price set forth on the cover sheet of this Agreement, and
                                         subject to the vesting conditions described below (“Restricted Stock”).
                                         The purchase price is deemed paid by your prior services to the Company.

        To
        the extent not yet vested, your Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise
        encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment,
        or similar process. If you attempt to do any of these things, the Restricted Stock shall immediately be forfeited.

	Vesting	The
                                         Company will issue your Restricted Stock in your name as of the Grant Date set forth
                                         on the cover sheet of this Agreement.

        Subject
        to Section 16 of the Plan, your right to the Stock under this Agreement vests as set forth in 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 if this Agreement. The resulting aggregate number of vested shares will be rounded to the nearest whole
        number, and you cannot vest in more than the number of shares covered by this Agreement.

	Forfeiture
                                         of Unvested Stock

         
	In
    the event that your Service terminates for any reason other than your death or Disability, you will forfeit to the Company
    all of the shares of Stock subject to this Grant that have not yet vested or with respect to which all applicable restrictions
    and conditions have not lapsed.  
	Death or
    Disability	If
    the event that your Service terminates due to your death or Disability, any unvested shares of Restricted Stock subject to
    this Grant will become immediately vested on the date of such 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.

	Issuance	The
    issuance of the shares of Stock under this Grant 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.  As your interest in the Stock vests as described on the cover sheet
    of this Agreement, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified.




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	Withholding
    Taxes	You
    agree, as a condition of this Grant, that you will make acceptable arrangements to pay any withholding or other taxes that
    may be due as a result of the payment of dividends or the vesting of Stock acquired under this Grant.  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 payment of dividends or the vesting of shares arising from this Grant, the Company, the Bank,
    or any Affiliate shall 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.
	Retention
    Rights	This
    Agreement does 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
                                         have the right to vote the Restricted Stock and to receive any dividends declared or
                                         paid with respect to such Stock. Any distributions you receive as a result of any stock
                                         split, stock dividend, combination of shares, or other similar transaction shall be deemed
                                         to be a part of the Restricted Stock and subject to the same conditions and restrictions
                                         applicable thereto. The Committee may, in its sole discretion, require any dividends
                                         paid on the Restricted Stock to be reinvested in shares of Stock, which the Committee
                                         may, in its sole discretion, deem to be a part of the shares of Restricted Stock and
                                         subject to the same conditions and restrictions applicable thereto.

        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.

	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 your unvested Restricted Stock, and with respect to those shares
    of Restricted Stock vesting during the period commencing twelve (12) months prior to your termination of Service with the
    Company due to taking actions in violation or breach of or in conflict with the aforementioned agreements, policies, or procedures,
    the right to cause a forfeiture of those vested shares of Stock. 




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	Recoupment	This
                                         Grant 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 Grant
        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.

	Adjustments	In
    the event of a stock split, a stock dividend, or a similar change in the Stock, the number of shares covered by this Grant
    may be adjusted (and rounded down to the nearest whole number) if required pursuant to the Plan.  Your Restricted
    Stock 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.  
	Legends	All
                                         share certificates representing the Stock issued in connection with this Grant shall,
                                         where applicable, have endorsed thereon the following legend:

        “THE
        SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN
        THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE
        PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER
        OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

	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 Grant of Restricted
        Stock. 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 Grant, 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 Grant 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
    Grant 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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