exv10w1






Exhibit 10.1




LEGACY BANCORP, INC.

2010 CEO INDUCEMENT PLAN

STOCK OPTION AWARD AGREEMENT




	 	 	 

	Participant’s Name:

	 	Patrick J. Sullivan






      Pursuant to that certain Employment Agreement (the “Employment Agreement”) dated
February 26, 2010 and effective as of April 1, 2010 between you, Legacy Bancorp, Inc. (the “Holding
Company”) and Legacy Banks, you have been granted an option to purchase shares of Holding Company
common stock (“Common Stock”) subject to the terms and conditions of this Award Agreement (the
“Agreement”).



	 	 	 

	Option Award:

	 	25,000 Non-Statutory Stock Options (NSO)
	 
	 	 
	Date of Grant:

	 	May 17, 2010
	 
	 	 
	Exercise Price:

	 	Fair Market Value on grant date shall be defined as the
closing market price of the underlying shares of LEGC
reported for such date.
	 
	 	 
	Expiration Date:

	 	May 17, 2020
	 
	 	 
	Vesting Schedule:

	 	Subject to the limitations of this Agreement, this Stock
Option Award shall vest or become exercisable in
installments according to the following schedule:








 







	 	 	 	 	 	 

	 	Installment

	 	 	Vesting Date	 
	 	5,000 shares

	 	 	May 17, 2011	 
	 	5,000 shares

	 	 	May 17, 2012	 
	 	5,000 shares

	 	 	May 17, 2013	 
	 	5,000 shares

	 	 	May 17, 2014	 
	 	5,000 shares

	 	 	May 17, 2015	 
	 




Except as provided in this Agreement, an
installment shall be forfeited and shall not become
exercisable on the otherwise applicable vesting date
if you terminate employment with Legacy Bancorp, Inc.
or any Affiliate prior to such vesting date.










 









 








	 	 	 

	Acceleration of Vesting
in the Event of a

Change in Control:

	 	 
In the event of a Change in Control, all
Options shall immediately become exercisable
and shall remain exercisable until the
Expiration Date.
	 
	 	 
	Payment of Exercise Price:

	 	The Exercise Price may be paid in cash or
Common Stock having a Fair Market Value on the
exercise date equal to the total Exercise
Price, or any combination of cash or Common
Stock, as well as a cashless exercise.
	 
	 	 
	Method of Exercise:

	 	This Option shall be exercisable by delivery of
a written exercise notice to the Holding
Company or its designee [in such form as the
Compensation Committee (the “Committee”) may
designate from time to time]. Such notice
shall state the number of Shares with respect
to which the Option is being exercised and
shall be signed by the Participant.






Effect of Termination of

Employment or Service

Because of:




	 	 	 

	     (a)   Death or Disability:

	 	In the event you terminate employment or service due to
death or Disability, the entire unvested portion of your Stock Option Award will
immediately become exercisable and all of your Options will remain exercisable for a
period of one (1) year following your termination of employment or service, or, if
sooner, the Expiration Date.
	 
	 	 
	     (b)   Cause:

	 	In the event you are terminated for Cause, all your rights under this
Stock Option Award will expire immediately as of the effective date of your Termination
for Cause.
	 
	 	 
	     (c)   Retirement:

	 	Upon your Retirement, you may exercise only those Options that are
vested as of your Retirement date. Your rights to all unvested Options are forfeited.
Your vested Options will remain exercisable for a period of three (3) years following
your Retirement, or, if sooner, the Expiration Date.
	 
	 	 
	     (d)   Other reasons:

	 	Unless otherwise determined by the Committee, you may exercise
only your Options that are vested as of your termination date. Your rights to all






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	 	unvested Options are forfeited. Your vested Options
are exercisable for a period of three (3) months
following your termination of employment, or, if
sooner, the Expiration Date.
	 
	 	 
	Voting:

	 	You have no rights as a shareholder with
respect to any shares of Common Stock
covered by this Stock Option Award until you
exercise the Option and receive a stock
certificate for the shares of Common Stock
covered by this Stock Option Award.
	 
	 	 
	Distribution:

	 	Shares of Common Stock subject to this Stock
Option Award will be distributed to you as
soon as practicable following exercise.
	 	 	 
	Designation of Beneficiary:

	 	A beneficiary may be designated in writing
to receive, in the event of your death, any
Award you are entitled to under this Stock
Option Award.
	 
	 	 
	Non-Transferability:

	 	Non-Statutory Stock Options are not
transferable by you other than by will or
the laws of descent and distribution or
pursuant to a qualified domestic relations
order as defined by the Internal Revenue
Code. However, you may petition the
Committee to permit transfer of a
Non-Statutory Stock Option Award to one or
more family members. The Committee may
approve such transfers in its sole
discretion.
	 
	 	 
	Tax Withholding:

	 	Upon exercise of a Non-Statutory Stock
Option, you will be treated as having
received compensation income (taxable at
ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of
the shares of Common Stock on the date of
exercise over the Exercise Price. Legacy
Bancorp, Inc. or its Affiliate, as
appropriate, will withhold from your
compensation or collect from you an amount
in cash equal to a percentage of this
compensation income at the time of exercise
and forward the funds to the applicable
taxing authorities. The Committee may
refuse to honor your request to exercise
your Options and refuse to deliver the
shares of Common Stock if such withholding
amounts are not delivered at the time of
exercise.
	 
	 	 
	Employment Agreement Governs:

	 	Notwithstanding anything in this Agreement
to the contrary, the terms of this Stock
Award shall be






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	 	subject to the terms and conditions of the Employment
Agreement. Any capitalized terms shall have the
meaning given to such terms in the Employment
Agreement.
	 
	 	 
	 

	 	This Agreement shall not create any right on the part
of any individual to continue in the employ or
service of Legacy Bancorp, Inc. or any Affiliates of
Legacy Bancorp, Inc.
	 
	 	 
	Modification and Waiver:

	 	The Committee may amend or modify your Stock
Option Award from time to time, prospectively or
retroactively; provided, however, that no such
amendment or modification will adversely affect
your rights under this Award without your written
consent.
	 
	 	 
	Acknowledgment:

	 	Participant acknowledges that Participant’s
rights under this Agreement are limited to the
receipt of shares of Common Stock upon valid
exercise of the Option pursuant to the terms of
this Agreement and applicable law and that any
rights Participant may have under this Agreement
are not based on the value of the Option as
reported by Legacy Bancorp, Inc. or any Affiliate
on its financial statements. Participant
expressly agrees that any claim for damages
Participant may have under this Agreement is
limited to the difference between the Exercise
Price of the Option and the Fair Market Value
Common Stock on the date of exercise.





          The Participant hereby acknowledges that all decisions, determinations and interpretations of
the Board of Directors, or the Committee thereof, in regards to this Agreement are final and
conclusive.







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          IN WITNESS WHEREOF, Legacy Bancorp, Inc. has caused this Stock Option Award Agreement to be
executed, and said Participant has hereunto set his hand, as of the 17th day of May, 2010.




	 	 	 	 	 
	 	LEGACY BANCORP, INC.

 	 
	 	By:  	/s/ J. Williar Dunlaevy
 	 
	 	 	For the Committee Administering the Plan 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	PARTICIPANT

 	 
	 	/s/ Patrick J. Sullivan
 	 
	 	Patrick J. Sullivan 	 
	 	 	 
	 




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