ex10-2.htm






RESTRICTED STOCK AGREEMENT












PURSUANT TO THE


DIMECO, INC.







2010 EQUITY INCENTIVE PLAN







FOR OFFICERS AND EMPLOYEES







This Agreement shall constitute an award of Restricted Stock (“Award”) for a total of ____________ shares of Common Stock of Dimeco, Inc. (the “Corporation”), which is hereby granted to ________________________________ (the “Participant”) at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Dimeco, Inc. 2010 Equity Incentive Plan (the “Plan”) adopted by the Corporation which is incorporated by reference herein, receipt of which is hereby acknowledged.







1.           Purchase Price.  The purchase price for each share of Common Stock awarded by this Agreement is $0.00.







2.           Vesting of Plan Awards.  The Award of such Common Stock shall be deemed non-forfeitable in accordance with the provisions of the Plan, provided the holder of such Award is an employee or director of The Dime Bank (the “Bank”) or the Corporation as of such date, as follows:







(a)           Schedule of Vesting of Awards.



	
 


 


 


Date

	
 


 


 


Options

	
 


Percentage of Total


Shares Awarded Which


Are Non-forfeitable


	  	  	  
	
Upon grant

	
0

	
0%


	
As of _______, 2011

	
____

	
20%


	
As of _______, 2012

	
____

	
40%


	
As of _______, 2013

	
____

	
60%


	
As of _______, 2014

	
____

	
80%


	
As of _______, 2015

	
____

	
100%


 







A.           Awards shall vest immediately upon a change in control of the Company or the Bank.







B.           Upon the death or disability of a Participant, such award shall be deemed earned and non-forfeitable as if the Participant had attained the next applicable vesting event.







C.           Such dividends and other distributions shall be distributed to the holder of such  Award within 30 days of the payment date applicable to such distributions declared and paid with 


 




  





  











  






 


respect to the Common Stock; provided that in the event of the forfeiture of such Award, all future dividend rights shall cease.







(b)           Restrictions on Awards.  This Award may not be delivered to the recipient if the issuance of the Shares pursuant to the Award would constitute a violation of any applicable federal or state securities or other law or valid regulation.  As a condition to the Participant's receipt of this Award, the Corporation may require the person receiving this Award to make any representation and warranty to the Corporation as may be required by any applicable law or regulation.







3.              Non-transferability of Award.  This Award may not be transferred in any manner prior to such Award, or portion thereof, being deemed non-forfeitable.







4.              Other Restrictions on Award.  This Award shall be subject to such other restrictions and limitations as are contained in the Plan or as determined by the Plan Committee administering such Plan.







5.              Adjustments.  Subject to any required action by the stockholders of the Corporation,  the number of Shares of Common Stock covered by this Award shall be proportionately adjusted for the following events occurring after the date of grant: upon any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution with respect to the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction affecting the Common Stock; or a sale of all or substantially all the business or assets of the Corporation in its entirety.








	  	  	
DIMECO, INC.


	  	  	  
	  	  	  
	
Date of Grant:

	  	  	
By:

	  
	  	  	  	  	  
	  	  	  	  
	
Attest:

	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	
[SEAL]

	  	  	  
	  	  	  	  
	  	  	  	  
	
PARTICIPANT ACKNOWLEDGEMENT

	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  
	
PARTICIPANT

	  	
DATE
















  





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RESTRICTED STOCK AGREEMENT












PURSUANT TO THE


DIMECO, INC.







2010 EQUITY INCENTIVE PLAN







FOR NON-EMPLOYEE DIRECTORS












This Agreement shall constitute an award of Restricted Stock (“Award”) for a total of __________ shares of Common Stock of Dimeco, Inc. (the “Corporation”), which is hereby granted to ________________________________ (the “Participant”) at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Dimeco, Inc. 2010 Equity Incentive Plan (the “Plan”) adopted by the Corporation which is incorporated by reference herein, receipt of which is hereby acknowledged.







1.           Purchase Price.  The purchase price for each share of Common Stock awarded by this Agreement is $0.00.







2.           Vesting of Plan Awards.  The Award of such Common Stock shall be deemed non-forfeitable in accordance with the provisions of the Plan, provided the holder of such Award is an employee or director of The  Dime Bank (the “Bank”) or the Corporation as of such date, as follows:







(a)           Schedule of Vesting of Awards.



	
 


 


 


Date

	
 


 


 


Options

	
 


Percentage of Total


Shares Awarded Which


Are Non-forfeitable


	  	  	  
	
Upon grant

	
0

	
0%


	
As of _______, 2011

	
____

	
50%


	
As of _______, 2012


 

	
____

	
100%







A.           Awards shall vest immediately upon a change in control of the Company or the Bank.







B.           Upon the death or disability of a Participant, such award shall be deemed earned and non-forfeitable as if the Participant had attained the next applicable vesting event.







C.           Such dividends and other distributions shall be distributed to the holder of such  Award within 30 days of the payment date applicable to such distributions declared and paid with respect to the Common Stock; provided that in the event of the forfeiture of such Award, all future dividend rights shall cease.


 




  





  











  






 


(b)           Restrictions on Awards.  This Award may not be delivered to the recipient if the issuance of the Shares pursuant to the Award would constitute a violation of any applicable federal or state securities or other law or valid regulation.  As a condition to the Participant's receipt of this Award, the Corporation may require the person receiving this Award to make any representation and warranty to the Corporation as may be required by any applicable law or regulation.







3.              Non-transferability of Award.  This Award may not be transferred in any manner prior to such Award, or portion thereof, being deemed non-forfeitable.







4.              Other Restrictions on Award.  This Award shall be subject to such other restrictions and limitations as are contained in the Plan or as determined by the Plan Committee administering such Plan.







5.              Adjustments.  Subject to any required action by the stockholders of the Corporation,  the number of Shares of Common Stock covered by this Award shall be proportionately adjusted for the following events occurring after the date of grant: upon any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution with respect to the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction affecting the Common Stock; or a sale of all or substantially all the business or assets of the Corporation in its entirety.








	  	  	
DIMECO, INC.


	  	  	  
	  	  	  
	
Date of Grant:

	  	  	
By:

	  
	  	  	  	  	  
	  	  	  	  
	
Attest:

	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	
[SEAL]

	  	  	  
	  	  	  	  
	  	  	  	  
	
PARTICIPANT ACKNOWLEDGEMENT

	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  
	
PARTICIPANT

	  	
DATE







 


 


 


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