Unassociated Document


    EXHIBIT
      4.1


     

    


    Rome
      Bancorp, Inc.

    2006
      Recognition and Retention Plan

    Restricted
      Stock Award Notice

    


    
      	 	 	 
	
              Name
                of Award Recipient

            	 	
              Social
                Security Number

            
	 
	
              Street
                Address

            
	 	 	 
	
              City

            	
              State

            	
              ZIP
                Code

            


    

    


    This
      Restricted Stock Award Notice is intended to set forth the terms and conditions
      on which an Award has been granted under the Rome Bancorp, Inc. 2006 Recognition
      and Retention Plan. Set forth below are the specific terms and conditions
      applicable to this Award. Attached as Exhibit A are its general terms and
      conditions.

     

    
      	
              Restricted
                Stock Award

            	
              (A)

            	
              (B)

            	
              (C)

            	
              (D)

            	
              (E)

            
	
              Effective
                Date

            	 	 	 	 	 
	
              Class
                of Shares*

            	
              Common

            	
              Common

            	
              Common

            	
              Common

            	
              Common

            
	
              No.
                of Awarded

              Shares*

            	 	 	 	 	 
	
              Type
                of Award

              (Escrow
                or Legended

              Certificate)

            	 	 	 	 	 
	
              Vesting
                Date*

            	 	 	 	 	 


    

    *Subject
      to adjustment as provided in the Plan and the General Terms and
      Conditions.

     

    By
      signing where indicated below, Rome Bancorp, Inc. (the “Company”) grants this
      Award upon the specified terms and conditions, and the Award Recipient
      acknowledges receipt of this Restricted Stock Award Notice, including Exhibit
      A,
      and agrees to observe and be bound by the terms and conditions set forth
      herein.

     

    Rome
      Bancorp, Inc.       Award
      Recipient

     

    By_________________________________________ ________________________________

     
      Name:   

     
      Title:  
      Chairman, Compensation Committee

    _____________________________________________________________________________________

    Instructions:
      This
      page should be completed by or on behalf of the Compensation Committee. Any
      blank space intentionally left blank should be crossed out. An Award consists
      of
      shares granted with uniform terms and conditions. Where shares granted under
      an
      Award are awarded on the same date with varying terms and conditions (for
      example, varying vesting dates), the awards should be recorded as a series
      of
      grants each with its own uniform terms and conditions.

     

     

    

      EXHIBIT
        A

       

      Rome
        Bancorp, Inc.

      2006
        Recognition and Retention Plan

      Restricted
        Stock Award

       

      General
        Terms And Conditions

       

      Section
        1.  Size
        and Type of Award.
        The
        shares of Common Stock, par value $0.01 per share, of Rome Bancorp, Inc.
        (“Shares”) covered by this Award (“Awarded Shares”) are listed on this
        Restricted Stock Award Notice. Your Restricted Stock Award Notice designates
        the
        Awarded Shares as either “Escrow” or “Legended Certificate”.

       

      (a)  Legended
        Certificate.
        If your
        Awarded Shares are designated “Legended Certificate,” a stock certificate
        evidencing the Awarded Shares will be issued in your name and held in a
        brokerage account at the Plan Trustee. The stock certificate will bear a
        legend
        indicating that it is subject to all of the terms and conditions of this
        Award
        Notice and the Plan. You will be required to elect to be taxed on the Fair
        Market Value of the Awarded Shares as of the date they are placed in the
        brokerage account in your name, pursuant to section 83(b) of the Internal
        Revenue Code of 1986, as amended. You must make this election in writing,
        in the
        manner required by applicable Internal Revenue Service Regulations, and file
        it
        with the Internal Revenue Service and the Company within 30 days after the
        date
        on which the Awarded Shares are placed in your brokerage account.

       

      (b)  Escrow.
        If your
        Awarded Shares are designated “Escrow,” the Awarded Shares will either be held
        in the name of the Plan Trustee or Compensation Committee on a pooled basis
        with
        other Awarded Shares that have been designated “Escrow,” or they will be
        evidenced by a legended stock certificate in your name that will be placed
        in a
        brokerage account for you at the Plan Trustee. You will not be permitted
        to
        elect to be taxed currently on the Fair Market Value of the Awarded Shares
        and
        instead will be subject to income tax on the Awarded Shares as and when they
        become vested.

       

      Section
        2.  Vesting.

       

      (a)  Vesting
        Dates.
        The
        Vesting Dates for your Awarded Shares are specified on this Award Notice.
        On
        each Vesting Date, you will obtain unrestricted ownership of the Awarded
        Shares
        that vest on that Vesting Date. A stock certificate (or a book entry listing)
        evidencing your unrestricted ownership of the vested Awarded Shares will
        be
        deposited in your brokerage account at the Plan Trustee. If a legended stock
        certificate evidencing these Awarded Shares was previously placed in your
        brokerage account, it will be exchanged for an unrestricted certificate or
        book
        entry listing.

       

      (b)  Forfeitures.
        If you
        terminate service with the Company prior to a Vesting Date, you will forfeit
        any
        Awarded Shares that are scheduled to vest on that date. When you forfeit
        Awarded
        Shares, all of your interest in the Awarded Shares will be canceled and any
        stock certificate or other evidence of ownership that was placed in a brokerage
        account for you will be returned to the Plan Trustee to be used for future
        awards to others. You agree to take any action and execute and deliver any
        document that the Company requests to effect the return of your unvested
        Awarded
        Shares. In the event you do not cooperate with the Company in this regard,
        you
        hereby appoint and designate the Company as your attorney-in-fact for the
        purpose of taking any action and signing any document, in your name, which
        the
        Company determines is necessary to enforce the forfeiture.

       

      (c)  Accelerated
        Vesting.
        All
        of
        your Awarded Shares that have not previously vested will become fully vested
        immediately, and without any further action on your part, in the event of
        your
        death, Disability (as defined in the Plan), Retirement (as defined in the
        Plan)
        or in the event a Change of Control (as defined in the Plan). You may designate
        a Beneficiary to receive any Awarded Shares that vest upon your death using
        the
        Beneficiary Designation attached as Appendix A.

       

      (d)  Definition
        of Service.
        For
        purposes of determining the vesting of your Awarded Shares, you will be deemed
        to be in the service of the Company for so long as you serve in any capacity
        as
        an employee, officer, non-employee director or emeritus director of the Company
        or its affiliates.

       

      Section
        3.  Dividends.
        If your
        Awarded Shares are in the form of Legended Certificates, any dividends declared
        by the Company with a record date that is after the Effective Date specified
        in
        this Award Notice will be credited to your brokerage account at the Plan
        Trustee
        for your benefit on an unrestricted basis. If your Awarded Shares are designated
        “Escrow”, you will receive the dividends on an unrestricted basis, but they will
        be paid to you by, and will be taxable in the same manner as other compensation
        paid to you by, the Company; by signing this Award Notice and accepting its
        terms, you direct the Plan Trustee to remit to the Company for payment to
        you
        any dividends that either of them may receive as the record holder of your
        unvested Awarded Shares.

       

      Section
        4.  Voting
        Rights.
        You
        shall have the right to control all voting rights relating to all unvested
        Awarded Shares. If your Awarded Shares are placed in your brokerage account
        at
        the Plan Trustee, you will receive proxy materials for voting in the same
        manner
        as other shareholders with Shares in brokerage accounts. If your unvested
        Awarded Shares are held by the Plan Trustee, the Plan Trustee will ask you
        for
        voting directions and will follow your directions in voting your unvested
        Awarded Shares.

       

      Section
        5.  Amendment.
        This
        Award Notice may be amended, in whole or in part and in any manner not
        inconsistent with the provisions of the Plan, at any time and from time to
        time,
        by written agreement between you and the Company.

       

      Section
        6.  Plan
        Provisions Control.
        This
        Award Notice, and the rights and obligations created hereunder, shall be
        subject
        to all of the terms and conditions of the Plan. In the event of any conflict
        between the provisions of the Plan and the provisions of this Award Notice,
        the
        terms of the Plan, which are incorporated herein by reference, shall control.
        

       


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Appendix
        A to Restricted Stock Award Notice

      Rome
        Bancorp, Inc.

      2006
        Recognition and Retention Plan

      Beneficiary
        Designation Form

       

      
        	
                GENERAL

                INFORMATION

              	 	Use
                this form to
                designate the Beneficiary(ies) who will receive Shares available
                for
                distribution at the time of your death.
	 	 	 	 	 
	
                Name
                  of

                Award
                  Recipient
                  

              	 	 	
              	Social
                Security Number
	 	 	 	 	 	-	 	-	 
	 	 	 	 	 
	
                BENEFICIARY

                DESIGNATION

              	
                Complete
                  sections A and B. If no percentage shares are specified, each Beneficiary
                  in the same class (primary or contingent) shall have an equal share.
                  If
                  any designated Beneficiary predeceases you, the shares of each
                  remaining
                  Beneficiary in the same class (primary or contingent) shall be
                  increased
                  proportionately.

              


      

       

      
        	
                A.  
                  PRIMARY BENEFICIARY(IES).
                  I
                  hereby designate the following person as my primary Beneficiary
                  under the
                  Plan, reserving the right to change or revoke this designation
                  at any time
                  prior to my death:

              
	 	 	 	 	 	 	 	 	 	 
	
                Name

              	 	
                Address

              	 	
                Relationship

              	 	
                Birthdate

              	 	
                Share

              	 
	 	 	 	 	 	 	 	 	 	
                %

              
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                %

              
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                %

              
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                Total
                  = 100%

              	 


      

      
         

        
          	
                  B. 
                    CONTINGENT BENEFICIARY(IES).
                    I
                    hereby designate the following person(s) as my contingent Beneficiary(ies)
                    under the Plan to receive benefits only if all of my primary
                    Beneficiaries
                    should predecease me, reserving the right to change or revoke
                    this
                    designation at any time prior to my death with respect to all
                    outstanding
                    Awarded Shares:

                
	 	 	 	 	 	 	 	 	 	 
	
                  Name

                	 	
                  Address

                	 	
                  Relationship

                	 	
                  Birthdate

                	 	
                  Share

                	 
	 	 	 	 	 	 	 	 	 	
                  %

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                  %

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	
                  %

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
                  Total
                    = 100%

                	 
	 	 	 	 	 	 	 	 	 	 
	
                  S

                  I

                  G

                  N

                	
                  H

                  E

                  R

                  E

                	I understand that this
                  Beneficiary
                  Designation shall be effective only if properly completed and received
                  by
                  the Corporate Secretary of Rome Bancorp, Inc. prior to my death,
                  and that
                  it is subject to all of the terms and conditions of the Plan. I
                  also
                  understand that an effective Beneficiary designation revokes my
                  prior
                  designation(s) with respect to all outstanding Awarded Shares.	 
	
                   

                	
                   

                	 	 	 	 	 	 	 	 	 	 
	
                   

                	
                   

                	 	 	 	 	 	 	 
	 	
                  Your
                    Signature

                	 	
                  Date

                	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
                   Internal
                    Use
                    Only

                
	 	 	 	 	 	 	 	 	 	 
	This Beneficiary Designation
                  was
                  received by the Corporate Secretary of Rome Bancorp, Inc. on the
                  date
                  indicated.	
                  Comments

                
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	By	 	 	 	 	 	 	 	 	 
	
                  Authorized
                    Signature

                	 	
                  Date