ex10-14.htm


    
      
        

      

    

    Exhibit
10.14

    


    NEWALLIANCE
BANCSHARES, INC.

    PERFORMANCE
SHARE 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 (the “Plan”).

    


    1.           General.  The
Participant is hereby granted as of May 29, 2009 (the “Award Date”) the
opportunity to earn a range of shares of the common stock of the Company, with
the amount earned to be based on the Company’s total shareholder return as
compared to companies in an index as set forth below.  The target
number of shares of the Company’s common stock to be earned if the Company
performs at the median of the companies in the index is ______ shares (the
“Performance Shares”).  As indicated below, the actual number of
shares earned may be higher or lower than the target amount, based on the
Company’s total shareholder return.  This grant is made pursuant to
and subject to all of the provisions hereof and 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.           Performance
Period.  The Performance Period is May 29, 2009 through and
including the earlier of (a) May 31, 2012, or (b) the date of completion of any
Change in Control.

    


    3.           Settlement of
Awards.

    


    (a)           The
number of Performance Shares earned shall be calculated based on the following
table.  If the Company’s TSR Percentage (as defined in Section 3(b))
equals an amount set forth in column A of the table, then the percentage of
Performance Shares earned shall equal the corresponding percentage shown in
column B of the table.  If the Company’s TSR Percentage falls between
35% and 85% but does not equal an amount set forth in column A, then the
percentage of Performance Shares earned shall be interpolated between the two
closest corresponding amounts in column B, with the percentage rounded to four
decimal points (for example, if the Company’s TSR Percentage equals 55%, then
the percentage of Performance Shares earned will equal ____%).  In
each case, the percentage of Performance Shares earned will be multiplied by the
number of shares set forth in Section 1 above (subject to adjustment pursuant to
Section 3(c) or Section 4 below in the event of a Change in Control, death or
Disability prior to May 31, 2012), with the end result rounded to the nearest
whole share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Column
      A -

            	 
      	
              Column
      B -

            
	 
      	 
      	 
      
	
              Company’s TSR Percentage

            	 
      	
              TSR Performance Shares
    Earned

            
	 
      	 
      	 
      
	
              Below
      35th percentile

            	 
      	
              0%

            
	
              35th
      percentile

            	 
      	
              50%

            
	
              41st
      percentile

            	 
      	
              70%

            
	
              50th
      percentile

            	 
      	
              100%

            
	
              57th
      percentile

            	 
      	
              120%

            
	
              64th
      percentile

            	 
      	
              140%

            
	
              71st
      percentile

            	 
      	
              160%

            
	
              78th
      percentile

            	 
      	
              180%

            
	
              85th
      percentile or higher

            	 
      	
              200%

            


    

    


    


    (b)           For
purposes of Section 3(a), the Company's TSR Percentage shall be determined based
upon the Company’s total shareholder return (defined as share price appreciation
from the beginning of the Performance Period to the end of the Performance
Period, plus the total dividends paid on the common stock during the Performance
Period) as reported on the SNL Thrift Index (as published by SNL
Financial)  (or, in the event such Index shall be discontinued, a
comparable index as determined in the discretion of the Company’s Compensation
Committee) versus the  total shareholder return for all companies
included in the SNL Thrift Index at both the beginning and the end of the
Performance Period.  The Company’s TSR Percentage will be calculated
by listing the thrifts in the Index that at the end of the Performance Period
were also in the Index at the beginning of the Performance Period in ascending
order of total shareholder return; (2) determine the Company's rank in such
list, counting up from the bottom, and designate such rank as "x"; (3) divide
"x" by the total number of companies in the Index at the end of the Performance
Period (including the Company) and multiply the resulting quotient by 100%, with
such result rounded to the nearest whole percentage being the Company’s TSR
Percentage. Share appreciation shall be measured for the Company using the
average closing price of the Company’s common stock for the 10 business day
period ending on May 29, 2009 as the starting point and the average closing
price of the Company’s common stock for the 10 business day period ending on the
last day of the Performance Period as the ending point. Share appreciation for
the other thrifts in the Index shall be measured using the average closing price
of their common stock for the 10 business day period ending on May 29, 2009 as
the starting point and the average closing price of their common stock for the
10 business day period ending on the last day of the Performance Period as the
ending point.  In the event the Index data is not available on the
date of the beginning or the end of the Performance Period, the closest date
prior to such date on which the data is available shall be used.

    


    (c)           If
the last day of the Performance Period is prior to May 31, 2012 due to the
completion of a Change in Control prior to such date, then the number of
Performance Shares earned pursuant to Section 3(a) above shall be multiplied by
a

    
      
        
        

      

      
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    fraction,
the numerator of which is the number of days in the Performance Period and the
denominator of which is 1096, with the result rounded to the nearest whole
share.

    


    4.           Vesting.  The
Performance Shares earned hereunder will vest on the last day of the Performance
Period (the “Vesting Date”).   If the Participant's employment
with the Company terminates during the Performance Period due to the
Participant's death or Disability, then the Participant shall receive, at the
time set forth in Section 5, a number of Performance Shares equal to the product
of (x) the number of Performance Shares earned as calculated pursuant to Section
3(a) above, except using the date of such termination as if it were the last day
of the Performance Period, multiplied by (y) a fraction, the numerator of which
is the number of days in the  Performance Period that elapsed through
the date of the Participant's termination of employment with the Company, and
the denominator of which is 1096. No Performance Shares shall be earned if
the Participant’s employment with the Company terminates for any other reason
prior to the earlier of May 31, 2012 or a Change in Control.

    


    5.           Distribution;
Transferability.  The Company shall, subject to Section 8,
deliver to the Participant or his or her beneficiary any vested Performance
Shares as soon as practicable following the conclusion of the Performance Period
(or, in the case of a termination of employment during the Performance Period
due to death or Disability, following the date on which the Performance Period
concludes pursuant to Section 4 above for purposes of determining the number of
Performance Shares earned).

    


    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, then 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 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.

    
      
        
        

      

      
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    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 Performance 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 the Participant
from the Company or any subsidiary or Affiliate.  The Company shall,
upon the written request of the Participant, automatically withhold from
delivery shares having a fair market value on the Vesting Date equal to the
amount of tax to be withheld. Fractional share amounts shall be settled in
cash.

    


    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 award opportunity or the transactions contemplated by
this Award Agreement.

    


    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. 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.

    


    
      	
              PARTICIPANT

            	
              NEWALLIANCE
      BANCSHARES, INC.

            
	 
      	 
      
	 
      	 
      
	____________________________ 
      	
              By: 
      ______________________________

            
	 
      	
              Name: 
      ____________________________

            
	 
      	
              Its: 
      ______________________________

            


    

    


    


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