exv10w37






Exhibit 10.37




Hudson City Bancorp, Inc.

2006 Stock Incentive Plan




Restricted Stock Award Notice



Name:




Employee No.:




Address:



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




	 	 	 	 	 	 	 	 	 
	 	 	(A)	 	(B)	 	(C)	 	Total
	Restricted Stock Award
	 	 	 	 	 	 	 	 
	 
	Effective Date
	 	 	 	 	 	 	 	 
	 
	Class of Shares*

	 	Common
	 	Common
	 	Common	 	 
	 
	No. of Awarded Shares*
	 	 	 	 	 	 	 	 
	 
	Type of Award (DRS, Escrow or Legended Certificate)

	 	Escrow
	 	Escrow
	 	Escrow	 	 
	 
	Vesting Date*
	 	 	 	 	 	 	 	 
	 
	Transfer Restriction Date*
	 	 	 	 	 	 	 	 






 





			
	*	 	Subject to adjustment as provided in the Plan and Exhibit A.




By signing where indicated below, Hudson City Bancorp, Inc. (the “Company”) grants this Restricted
Stock 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.




	 	 	 	 	 	 	 	 	 

	Hudson City Bancorp, Inc.	 	 	 	Award Recipient	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 /s/ Ronald E. Hermance, Jr.	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Ronald E. Hermance, Jr.
	 	 	 	Print Name:	 	 
	 

	 	Title: Chairman, and CEO	 	 	 	 	 	 






 










 





EXHIBIT A




Hudson City Bancorp, Inc. 2006 Stock Incentive Plan




Restricted Stock Award Notice



General Terms and Conditions



     Section 1. Size and Type of Award. The shares of Common Stock, par value $.01 per
share, of Hudson City Bancorp, Inc. (“Shares”) covered by this Restricted Stock Award (“Awarded
Shares”) are listed on the Restricted Stock Award Notice. The Restricted Stock Award Notice
designates the Awarded Shares as either “Escrow” or “Legended Certificate” or “DRS.”




     (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 escrow by the Committee or its designee (“Plan
Trustee”). The stock certificate will bear a legend indicating that it is subject
to all of the terms and conditions of this Restricted Stock Award Notice and the
Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (“Plan”).




     (b) Escrow. If your Awarded Shares are designated “Escrow,” the
Awarded Shares will be held in the name of the Plan Trustee on a pooled basis with
other Awarded Shares that have been designated “Escrow.” 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.




     (c) DRS. If your Awarded Shares are designated “DRS,” your Awarded
Shares are evidenced by a book entry on the Company’s stock transfer records
maintained by its transfer agents in a direct registration system. The book entry
will include a notation indicating that it is subject to all of the terms and
conditions of this Restricted Stock Award Notice and the Plan.



     Section 2. Vesting and Transfer Restrictions.




     (a) Vesting Dates. The Vesting Dates for your Awarded Shares are
specified on the Restricted Stock Award Notice. ) You must remain in the continuous
service of the Company, Hudson City Savings Bank or an affiliate of the Company by
which you are employed (your “Employer”) through a Vesting Date shown in this
Restricted Stock Award Notice in order to be vested in the Awarded Shares that vest
on that date.




     (b) Accelerated Vesting. Your Awarded Shares that have not previously
vested and that are scheduled to vest during the six-month period beginning on the
date of your termination of service due to your death or Disability (as defined in
the Plan), will become fully and immediately vested, without any further action on
your part, upon your death or Disability before your termination of service with the
Company. In addition, in the event of a Change in Control (as defined in the Plan)
followed by your discharge without Cause (as defined in the Plan) or your
resignation with Good Reason, your Awarded Shares will be fully and immediately
vested on the date your employment with your Employer terminates. You will be
considered to have Good Reason for a voluntary resignation if the effective date of
resignation occurs within ninety (90) days after any of the following: (a) the
failure of your Employer (whether by act or omission of its Board of Directors, or
otherwise) to appoint or re-appoint or elect or re-elect you to the position(s)
which you held immediately prior to the Change in Control (other than to any such
position as an officer of its Board of Directors), or to a more senior office; (b)
if you are or become a member of the Board of Directors of your Employer, the
failure of the shareholders (whether in an election in which you stand as a nominee
or in an election where you are not a nominee) to elect or re-elect you to
membership at the expiration of your term of membership, unless such failure is a
result of your refusal to stand for election; (c) a material failure by your
Employer, whether by amendment of its certificate of incorporation or organization,
by-laws, action of its Board of Directors or otherwise, to vest in you the
functions, duties, or responsibilities prescribed in an employment or retention
agreement (other than such functions, duties or responsibilities associated with a
position as an officer of the Board of Directors); provided that you shall have
given notice of such failure to the Company and your Employer and your Employer has
not fully cured such failure within thirty (30) days after such notice is deemed
given; (d) any reduction of your rate of base salary in effect from time to time,
whether or not material, or any failure (other than due to reasonable administrative
error that is cured promptly upon notice) to pay any portion of your compensation as
and when due; (e) any change in the terms and conditions of any compensation or
benefit program in which you participate which, either individually or together with
other changes, has a material adverse effect on the aggregate value of your total
compensation package, disregarding for this purpose any change that results from an
across-the-board reduction that affects all similarly situated employees in a
similar manner; provided that you shall have given notice of such material adverse
effect to the Company and your Employer, and your Employer has not fully cured such
failure within thirty (30) days after such notice is deemed given; (f) any material
breach by your Employer of any material term, condition or covenant contained in an
employment or retention agreement; provided that you shall have given notice of such
material breach to the Company and your Employer, and your Employer has not fully
cured such failure within thirty (30) days after such notice is deemed given; or (g)
a change in your principal place of employment, without your consent, to a place
that is not the principal executive office of your Employer or a relocation of your
Employer’s principal executive office to a location that is both more than
twenty-five



 









 







(25) miles away from your principal residence and more than twenty-five (25) miles
away from the location of your Employer’s principal executive office on the date of
the Change in Control; or (h) if you are the Chief Executive Officer of the Company
immediately prior to the Change in Control, any event or series of events that
results in your ceasing to be the Chief Executive Officer (or most senior executive
officer, however denominated) of a successor company (I) whose common equity
securities are traded on a national securities exchange and (II) that is the owner
of 100% of the outstanding common stock of Hudson City Savings Bank or its successor
and (III) that is not controlled (within the meaning of the federal Change in Bank
Control Act) by any other person or entity.




     (c) 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
Vesting Date, except to the extent the accelerated vesting provisions apply. When
you forfeit Awarded Shares, all of your interest in the Awarded Shares will be
canceled without consideration (other than a refund in an amount equal to the lesser
of the amount (if any) you paid for the Awarded Shares being forfeited and the Fair
Market Value of such Awarded Shares on the date of forfeiture) and any stock
certificate or other evidence of ownership must 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.




     (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
consultant of the Company or Hudson City Savings Bank.




     (e) Transfer Restrictions.




     (i) Unvested Shares. Until your Awarded Shares have vested,
you may not sell, transfer, assign, pledge, hypothecate, give away or in any
other manner dispose of the Awarded Shares, any portion thereof or any
interest therein.




     (ii) Vested Shares. After your Awarded Shares have vested,
you generally may not sell, transfer, assign, pledge, hypothecate, give away
or in any other manner dispose of the Awarded Shares, any portion thereof or
any interest therein prior to the Transfer Restriction Date. Prior to the
Transfer Restriction Date, you may, however, with the approval of the
Committee, give vested Awarded Shares to a Family Member (as defined in the
Plan). Shares given to a Family Member may not be further transferred prior
to the Transfer Restriction Date other than by will or the laws of descent
and distribution.




     (iii) Beneficiaries. If your Awarded Shares are designated
“Escrow”, you may designate a Beneficiary to receive any Awarded Shares that
vest on account of your death. To name a Beneficiary, complete the attached
Appendix A and file it with the Corporate Secretary of Hudson City Bancorp,
Inc.




     (iv) Testamentary Transfers. If your Awarded Shares are in
the form of Legended Certificate or DRS, they may be transferred upon your
death by will or the laws of descent and distribution.



     Section 3 . Dividends. If your Awarded Shares are in the form of Legended
Certificates or DRS, any dividends declared by the Company with a record date that is after the
Effective Date specified in the Restricted Stock Award Notice will be paid in the same manner as
for other shareholders. If your Awarded Shares are designated “Escrow,” you will receive the
dividend dividend-equivalent payments 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 Restricted Stock Award Notice and accepting its terms, you direct the Plan Trustee to remit
to the Company for payment to you any dividends that may be received as the record holder of your
unvested Awarded Shares. Stock dividends will be added to administered in the same manner as other
Awarded Shares.



     Section 4. Voting Rights. You shall have the right to control all voting rights
relating to all unvested Awarded Shares that are designated “Legended Certificate” or “DRS”. If
your Awarded Shares are Legended Certificates or DRS, 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 designated “Escrow” and held by the Plan Trustee, the Plan Trustee will
determine how voting rights, if any, are exercised for unvested Awarded Shares.



     Section 5. Taxes. The Company, in its discretion, may require that funds needed to
satisfy minimum required federal, state and local income and payroll tax withholding be obtained by
disposition to the Company, on the Vesting Date, of vested Awarded Shares having a Fair Market
Value equal to the amount of tax required to be withheld.



     Section 6. Notices. Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction, objection or waiver,
shall be in writing and shall be deemed to have been given at such time as it is delivered
personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified
mail, return receipt requested, addressed to such party at the address listed below, or at such
other address as one such party may by written notice specify to the other party:



 









 





     If to the Company:


Hudson City Bancorp, Inc.

West 80 Century Road

Paramus, New Jersey 07652

Attention: Corporate Secretary




     If to the Recipient, to the Recipient’s address as shown in the Company’s records.



     Section 7. Successors and Assigns. This Restricted Stock Award Notice shall inure to
the benefit of and shall be binding upon the Company and you and the Company’s and your respective
heirs, successors and assigns.



     Section 8. Construction of Language. Whenever appropriate in the Restricted Stock
Award Notice, words used in the singular may be read in the plural, words used in the plural may be
read in the singular, and words importing the masculine gender may be read as referring equally to
the feminine or the neuter. Any reference to a section shall be a reference to a section of this
Restricted Stock Award Notice, unless the context clearly indicates otherwise. Capitalized terms
not specifically defined herein shall have the meanings assigned to them under the Plan, as amended
from time to time.



     Section 9. Governing Law. This Restricted Stock Award Notice shall be construed,
administered and enforced according to the laws of the State of New Jersey without giving effect to
the conflict of laws principles thereof, except to the extent that such laws are preempted by the
federal law. The federal and state courts located in Bergen County, New Jersey shall have exclusive
jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By
accepting any Awarded Shares granted under this Restricted Stock Award Notice, you, and any other
person claiming any rights under the Restricted Stock Award Notice, agree to submit yourself or
himself, and any such legal action as you or he shall bring under the Plan, to the sole
jurisdiction of such courts for the adjudication and resolution of any such disputes.



     Section 10. Amendment. This Restricted Stock 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 the Company and you. No such amendment, however, shall
be effective unless (a) it is designated as an amendment and (b) it refers expressly to this
Restricted Stock Award Notice.



     Section 11. Plan Provisions Control. This Restricted Stock 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 mandatory provisions of the Plan and the provisions
of this Restricted Stock Award Notice, the terms of the Plan, which are incorporated herein by
reference, shall control. In the event of any conflict between the non-mandatory provisions of the
Plan and the provisions of this Restricted Stock Award Notice, the provisions of this Restricted
Stock Award Notice shall control. By signing this Restricted Stock Award Notice, you acknowledge
receipt of a copy of the Plan. You acknowledge that you may not and will not rely on any statement
of account or other communication or document issued in connection with the Plan other than the
Plan, this Restricted Stock Award Notice, and any document signed by an authorized representative
of the Company that is designated as an amendment of the Plan or this Restricted Stock Award
Notice.








 









 







Appendix A to Restricted Stock Award Notice

Hudson City Bancorp, Inc. 2006 Stock Incentive Plan




Beneficiary Designation Form — Restricted Stock Award









			
	GENERAL
INFORMATION	 	Use this form to designate the Beneficiary(ies) who may receive Restricted Stock Awards that become vested at your death.






	 	 	 

	Name of Person 


Making Designation

	 	Employee No.:







			
	BENEFICIARY

DESIGNATION	 	

Complete sections A and B. If no percentage of shares is 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 as to all outstanding
Awarded Shares:




	 	 	 	 	 	 	 	 	 	 	 
	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 as 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 Hudson City 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 Restricted Stock
Awards under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

Date
	 	 















Internal Use Only




	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 
	 	This Beneficiary Designation was received by the HR Dept. of
Hudson City Bancorp, Inc. on the date indicated.	 	 	Comments	 
	 	 
	 	 	 	 	 	 	 	 
	 	By
	 	 	 	 	 	 	 	 
	 	 

	 	 

Authorized Signature
	 	 

Date