exv10w38






Exhibit 10.38




Hudson City Bancorp, Inc.

2006 Stock Incentive Plan




Deferred Stock Unit Award Notice



Name:




ID Number:




Address:



This Deferred Stock Unit Award Notice is intended to set forth the terms and conditions on which a
Deferred Stock Unit 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 Deferred Stock Unit
Award. Attached as Exhibit A are its general terms and conditions.




	 	 	 	 	 	 	 	  	 
	 	 	(A)	 	(B)	 	(C)	 	    Total    
	Deferred Stock Units
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Effective Date
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Class of Shares*

	 	Common
	 	Common
	 	Common	 	 
	 
	 	 	 	 	 	 	 	 
	No. of Awarded Units*
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Compensation for Service as
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vesting Date*
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Settlement Date*

	 	First day of the first
	 	First day of the first
	 	First day of the first	 	 
	 

	 	calendar month after
	 	calendar month after
	 	calendar month after	 	 
	 

	 	the six-month
	 	the six-month
	 	the six-month	 	 
	 

	 	anniversary of
	 	anniversary of
	 	anniversary of	 	 
	 

	 	termination of service
	 	termination of service
	 	termination of service	 	 
	 
	 	 	 	 	 	 	 	 
	Medium of Settlement

	 	Shares of Common
	 	Shares of Common
	 	Shares of Common	 	 
	 

	 	Stock
	 	Stock
	 	Stock	 	 
	 
	 	 	 	 	 	 	 	 
	Voting Rights

	 	None prior to
	 	None prior to
	 	None prior to	 	 
	 

	 	Settlement Date
	 	Settlement Date
	 	Settlement Date	 	 
	 
	 	 	 	 	 	 	 	 
	Dividend Equivalent Rights
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Vested Units

	 	Yes
	 	Yes
	 	Yes	 	 
	 
	 	 	 	 	 	 	 	 
	Unvested Units

	 	Yes
	 	Yes
	 	Yes	 	 








 




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




By signing where indicated below, Hudson City Bancorp, Inc. (the “Company”) grants this Deferred
Stock Unit Award upon the specified terms and conditions, and the Award Recipient acknowledges
receipt of this Deferred Stock Unit 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
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Ronald E. Hermance, Jr.	 	 	 	 
	 

	 	Chairman, and CEO	 	 	 	 






 









 






EXHIBIT A




Hudson City Bancorp, Inc. 2006 Stock Incentive Plan




Deferred Stock Unit Award Notice



General Terms and Conditions



     Section 1. Size and Type of Award. A Deferred Stock Unit (a “Unit”) represents a
right to receive one share of Common Stock, par value $.01 per share, (a “Share”) of Hudson City
Bancorp, Inc. (the “Company”), or, to the extent provided in the Award Notice, as defined below, a
monetary value equal to the Fair Market Value of a Share, on a specified future date if certain
conditions have been satisfied. The number of Units awarded to you (the ”Awarded Units”) is shown
on the Deferred Stock Award Notice to which these General Terms and Conditions are attached (the
“Award Notice”). Units may be awarded as compensation for service either an a non-employee
director or as an officer or employee of the Company or certain affiliates. The Award Notice
states the services for which you have been awarded the Awarded Units.



     Section 2. Vesting and Transfer Restrictions.



     (a) Vesting Dates. The Vesting Dates for your Awarded Units are specified on the
Award Notice. As a general rule, 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 Award Notice in order to be vested in the Awarded Units that
vest on that date.



     (b) Accelerated Vesting. Your Awarded Units 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):




     (i) if the Awarded Units represent compensation for services as a non-employee
director, they will be fully and immediately vested upon the occurrence of a Change
in Control; and




     (ii) if the Awarded Units represent compensation for services as an officer or
employee, they will be fully and immediately vested upon your subsequent discharge
without Cause (as defined in the Plan) or your resignation with Good Reason. 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; (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 Units that are scheduled to vest on that Vesting Date, except to the
extent the accelerated vesting provisions apply. When you forfeit Awarded Units, all of your
interest in the Awarded Units and any related Dividend Equivalents will be canceled without
consideration.



     (d) Definition of Service. For purposes of determining the vesting of your Awarded
Units, 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) General Rule. As a general rule, you may not sell, assign,
transfer, give away, pledge or hypothecate, directly or indirectly, in any manner,
your rights to Deferred Stock Units and any related Dividend Equivalents.




     (ii) Beneficiaries. You may designate a Beneficiary to receive any
Awarded Units 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.




     (iii) Testamentary Transfers. In the absence of an effective
Beneficiary designation, your Awarded Units may be transferred upon your death by
will or the laws of descent and distribution.



     Section 3. No Dividend or Voting Rights; Dividend Equivalents.



     (a) Awarded Units represent a contingent right to receive Shares in the future. They do not
represent a current interest in issued and outstanding Shares. Therefore, your Awarded Units do
not carry voting rights or entitle you to receive dividends.



     (b) If and to the extent stated in the Award Notice, you have been awarded equivalents with
respect to your vested and/or unvested Awarded Units. Each Dividend Equivalent represents the
right to receive a monetary payment equal to the cash dividend payable with respect to one Share
for each dividend record date that occurs after the Award Date and prior to the date the related
Awarded Unit is settled or forfeited (whichever happens first).



     Section 4. Settlement of Awarded Units.



     (a) The Settlement Date for your Awarded Units is shown on the Award Notice. If the
Settlement Date is based on your Termination of Service, then:




     (i) if the Awarded Units represent compensation for service as a non-employee
director, your Termination of Service occurs when you have ceased performing any
services as a non-employee director to the Company or any of its affiliates; and




     (ii) If the Awarded Units represent compensation for service other than as a
non-employee director, your Termination of Service occurs when you have ceased
performing any services to the Company or any of its affiliates, except for service
as a non-employee director.


On the Settlement Date, each of your outstanding and vested Awarded Units will, automatically and
without any action on your part, be converted into one Share (if the Award Notice states that
Shares are the medium of settlement) or a monetary payment equal to the Fair Market Value of a
Share on the Settlement Date (if the Award Notice states that cash is the medium of settlement).
The Awarded Units will be canceled and the Shares (or, if applicable, monetary payments) into which
they have been converted will be transferred to you or at your direction. On and after the record
date for this transfer, any Shares transferred will have the same voting and dividend rights
applicable to other issued and outstanding Shares.




     (b) If a Change in Control (as defined in the Plan) occurs and such a Change in Control also
constitutes a “change in ownership or effective control” of your “service recipient” or a “change
in ownership or effective control” of “a substantial portion of the assets” of your ”service
recipient” (in each case as defined in section 409A of the Internal Revenue Code of 1986 and the
regulations thereunder) then the date of the Change in Control shall be the Settlement Date for
each Awarded Unit that is vested and outstanding as of such date..



     Section 5. Taxes. The Company’s obligation to deliver Shares in settlement of the
Awarded Units is conditioned on your making arrangements satisfactory to the Company for the
funding and remittance to the applicable authorities of any and all federal, state and local taxes
required to be withheld and remitted at the source. 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 Settlement Date, of Shares issued in
settlement of vested Awarded Units having a Fair Market Value equal to the amount of tax required
to be withheld. All monetary payments made under this Award Notice are subject to applicable
federal, state and local withholding requirements.



     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 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 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 Unit 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 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 Units granted under this Award Notice, you, and any other person claiming any rights under
the Award Notice, agree to submit yourself or himself, and any such legal action as you or he shall
bring under the Plan (whether or not related to this Award Notice or these Awarded Units), to the
sole jurisdiction of such courts for the adjudication and resolution of any such disputes.



     Section 10. 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 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 Award Notice.



     Section 11. 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 mandatory provisions of the Plan and the provisions of this
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 Award Notice, the provisions of this Award Notice shall control. By signing this 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 Award Notice, and any document signed by an authorized
representative of the Company that is designated as an amendment of the Plan or this Award Notice.




 











 








Appendix A to Deferred Stock Unit Award Notice

Hudson City Bancorp, Inc. 2006 Stock Incentive Plan


Beneficiary Designation Form — Deferred Stock Unit Award









			
	GENERAL
INFORMATION	 	Use this form to designate the Beneficiary(ies) who may receive Deferred Stock Unit 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 Units:




	 	 	 	 	 	 	 	 	 	 	 
	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 Units:




	 	 	 	 	 	 	 	 	 	 	 
	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 Deferred Stock Unit Awards
under the Hudson City Bancorp, Inc. 2006 Stock
Incentive Plan.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

Date
	 	 















Internal Use Only




	 	 	 	 	 	 	 	 	 	 

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

	 	 

Authorized Signature
	 	 

Date