ex10-15.htm


    
      
        

      

    

    Exhibit
10.15

     

    NEWALLIANCE
BANCSHARES, INC.

    RESTRICTED
STOCK AWARD AGREEMENT

    (Employee
Award)

    


    


    This
agreement dated as of May 29, 2009 (the “Award Agreement”) is entered into by
and between NewAlliance Bancshares, Inc., a Delaware corporation (the
“Company”), and ___________________ (the “Participant”).  All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them by the NewAlliance Bancshares, Inc. 2005 Long-Term Compensation
Plan, as amended from time to time (the “Plan”).

     

    1.           General.  The
shares of restricted stock granted under this Award Agreement are granted as of
May 29, 2009 (the “Award Date”) pursuant to and subject to all of the provisions
hereof and of the Plan applicable to restricted Stock Awards granted pursuant to
Section 8 of the Plan, which provisions are, unless otherwise provided herein,
incorporated by reference and made a part hereof to the same extent as if set
forth in their entirety herein, and to such other terms necessary or appropriate
to the grant hereof having been made.  The Participant hereby
acknowledges receipt of a copy of the Plan.

     

    2.           Grant.  The
Company hereby grants to the Participant a total of _____________ shares of
restricted stock (the “Restricted Shares”).

     

    3.           Stock
Certificates.  Each stock certificate evidencing any Restricted
Shares shall contain such legends and stock transfer instructions or limitations
as may be determined or authorized by the Committee in its sole discretion; and
the Company may, in its sole discretion, retain custody of any such certificate
throughout the period during which any restrictions are in effect and require
that the Participant tender to the Company a stock power duly executed in blank
relating thereto as a condition to issuing any such certificate.  In
lieu of a stock certificate for the Restricted Shares being issued in the name
of the Participant prior to the vesting of such shares, the Company may cause
the underlying shares of common stock to be held pursuant to a trust or escrow
agreement until such time as the Restricted Shares become vested.

     

    4.           Rights as
Stockholder.  From the Award Date until the Restricted Shares
vest, the Participant shall be entitled to all rights associated with ownership
of the Restricted Shares, except:

     

    
      	
               
      

            	
              (a)

            	
              If
      the Restricted Shares are held in trust or escrow, the Restricted Shares
      shall be voted in accordance with the applicable trust or escrow
      agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              None
      of the Restricted Shares may be sold, transferred, pledged, hypothecated
      or otherwise encumbered or disposed of until they have vested in
      accordance with Section 5 of this Award
  Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      additional shares of Common Stock or other noncash property issued with
      respect to unvested Restricted Shares granted hereunder (e.g., a stock
      dividend) shall be subject to the same restrictions as the shares of
      Restricted Shares to which they
relate.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (d)

            	
              Any
      cash dividends on unvested Restricted Shares granted hereunder shall be
      accumulated by the Company and paid when and if such shares
      vest.

            


    

     

    5.           Vesting.

     

    
      	
               
      

            	
              (a)

            	
              The
      Restricted Shares granted hereunder will vest according to the following
      schedule:

            


    

     

    
      	
              Date

            	
              Percentage of
      Restricted

              Shares
      Vested

            
	
              May
      31, 2012

            	
              100%

            


    

     

    Notwithstanding
the foregoing, none of the Restricted Shares granted hereunder shall vest prior
to the date upon which a registration statement with respect to the Common Stock
being offered under the Plan has been filed with the Securities and Exchange
Commission (“SEC”) and has become effective.  No Restricted Shares
shall vest after the Participant’s service as an Outside Director, employee,
consultant or advisor has terminated.

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the vesting schedule set forth in Section 5(a) above, the Restricted
      Shares granted hereunder shall become fully vested if  the
      Participant’s employment with the Company and all of its Subsidiaries and
      Affiliates is terminated due to: (i) Disability; or (ii)
      death.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Notwithstanding
      the vesting schedule set forth in Section 5(a) above, the Restricted
      Shares granted hereunder shall become fully vested upon the occurrence of
      a Change in Control, as that term is defined in the Plan, provided that
      the Participant is an Outside Director, employee, consultant or advisor of
      the Company (or an Affiliate thereof) on the date of the Change in
      Control.

            


    

     

    6.           Applicable
Law.  The validity, construction, interpretation and
enforceability of this Award Agreement shall be determined and governed by the
laws of the State of Delaware without regard to any conflicts or choice of law
rules or principles that might otherwise refer construction or interpretation of
this Award Agreement to the substantive law of another
jurisdiction.

     

    7.           Severability.  The
provisions of this Award Agreement are severable and if any one or more
provisions may be determined to be illegal or otherwise unenforceable, in whole
or in part, the remaining provisions, and any partially unenforceable provision
to the extent enforceable in any jurisdiction, shall nevertheless be binding and
enforceable.

     

    8.           Waiver.  The
waiver by the Company of a breach of any provision of this Award Agreement by
the Participant shall not operate or be construed as a waiver of any subsequent
breach by the Participant.

     

    9.           Binding
Effect.  The provisions of this Award Agreement shall be
binding upon the parties hereto, their successors and assigns, including,
without limitation, the Company, its

    
      
        
        

      

      
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    successors
or assigns, the estate of the Participant and the executors, administrators or
trustees of such estate and any receiver, trustee in bankruptcy or
representative of the creditors of the Participant.

     

    10.           Withholding.  The
Participant agrees, as a condition of this grant, to make acceptable
arrangements to pay any withholding or other taxes that may be due as a result
of the vesting of the Restricted Shares acquired under this grant.  In
the event that the Company determines that any federal, state, local or foreign
tax or withholding payment is required relating to the vesting of shares arising
from this grant, the Company shall have the right to require such payments from
the Participant, or withhold such amounts from other payments due to the
Participant from the Company or any Subsidiary or Affiliate.

     

    11.           Taxes.  The
Participant has reviewed with the Participant’s own tax advisors the federal,
state, local and foreign tax consequences of this grant and the transactions
contemplated by this Award Agreement.  The Participant is relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents.  The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant’s own
tax liability that may arise as a result of this grant or the transactions
contemplated by this Award Agreement.  The Participant understands
that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”),
taxes as ordinary income the Fair Market Value of the Restricted Shares as of
the date any restrictions on the Restricted Shares lapse.  The
Participant may elect to be taxed at the time the Restricted Shares are granted
rather than when the date any restrictions on the Restricted Shares lapse by
filing an election under Section 83(b) of the Code with the Internal Revenue
Service within 30 days from the date hereof.  THE FORM FOR MAKING THIS
ELECTION IS ATTACHED AS EXHIBIT A HERETO.

     

    THE
PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND
NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER CODE SECTION 83(b), EVEN IF
THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES (INCLUDING THE
COMPANY’S LEGAL COUNSEL) TO MAKE THIS FILING ON THE PARTICIPANT’S
BEHALF.

     

    12.           No Retention
Rights.  Nothing herein contained shall confer on the
Participant any right with respect to continuation of employment by the Company
or its Affiliates, or interfere with the right of the Company or its Affiliates
to terminate at any time the employment of the Participant.

     

    13.           Construction.  This
Award Agreement is subject to and shall be construed in accordance with the
Plan, the terms of which are explicitly made applicable hereto, as such Plan may
be amended from time to time.  In the event of any conflict between
the provisions hereof and those of the Plan, the provisions of the Plan shall
govern.  Nothing herein is intended to amend or revise the terms of
any written employment agreement executed prior to the Award Date by the
Participant and the Company and/or the Bank.

     

    
      
        
        

      

      
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              PARTICIPANT

            	
              NEWALLIANCE
      BANCSHARES, INC.

            
	 
      	 
      
	 
      	 
      
	
              By: 
      ____________________________

            	
              By:_________________________

            
	
              Name: 
      __________________________

            	
              Name:  Peyton
      R. Patterson

            
	 
      	
              Its:      
      Chairman, President and CEO

            


    

    


    


    


    
      
        
        

      

      
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    EXHIBIT
A

     

    Election
Under Section 83(b) of the Internal Revenue Code

     

    The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal
Revenue Code with respect to the property described below and supplies the
following information in accordance with the regulations promulgated
thereunder:

     

    1.           The
name, address and social security number of the undersigned:

     

    Name:
___________________________________________________________

     

    Address:
_________________________________________________________

     

    _________________________________________________________________

     

    Social
Security No.:________________________________________________

     

    2.           Description
of property with respect to which the election is being made:

     

    ______________
shares of common stock, par value $.01 per share, of NewAlliance Bancshares,
Inc., a Delaware corporation (the “Company”).

     

    3.           The
date on which the property was transferred (date of grant) is
__________________, 20__.

     

    4.           The
taxable year to which this election relates is calendar year
______.

     

    5.           Nature
of restrictions to which the property is subject:

     

    The
shares of stock are subject to the provisions of a Restricted Stock Award
Agreement between the undersigned and the Company.  The shares of
stock are subject to forfeiture under the terms of the Agreement.

     

    6.           The
fair market value of the property at the time of transfer (date of grant)
(determined without regard to any lapse restriction) was $__________ per share,
for a total of $__________.

     

    7.           The
amount paid by taxpayer for the property was $      -0-      .

     

    8.           A
copy of this statement has been furnished to the Company.

     

    


     

    Dated:
___________________, 20__

    


    __________________________________                                                                                                ________________________________

    Taxpayer’s
Signature                                                                                                            Taxpayer’s Printed
Name

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PROCEDURES
FOR MAKING ELECTION UNDER

     

    SECTION
83(b) OF THE INTERNAL REVENUE CODE

     

    The
following procedures must be followed with respect to the attached form for
making an election under Section 83(b) of the Internal Revenue Code in order for
the election to be effective:

     

    1.           You
must file one copy of the completed election form with the IRS Service Center
where you file your federal income tax returns within 30 days after the date
your shares of restricted stock are issued.

     

    2.           You
must also give a copy of the election form to the Committee c/o the Chief
Financial Officer of the Company within 10 days of filing notice of the election
with the IRS.

     

    3.           You
must file another copy of the election form with your federal income tax return
(generally, Form 1040) for this taxable year.

     

    NOTE:  WHETHER
OR NOT TO MAKE THE ELECTION IS YOUR DECISION AND MAY CREATE TAX CONSEQUENCES FOR
YOU.  YOU ARE ADVISED TO CONSULT YOUR TAX ADVISOR IF YOU ARE UNSURE
WHETHER OR NOT TO MAKE THE ELECTION.