exv10w2






Exhibit 10.2




LEGACY BANCORP, INC.

2010 CEO INDUCEMENT PLAN

RESTRICTED STOCK 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 award of shares of Legacy Bancorp, Inc. common
stock (“Common Stock”) at no cost to you subject to the terms and conditions of this Restricted
Stock Award Agreement (the “Agreement”).




	 	 	 

	Number of Shares

Subject to the Stock Award:

	 	 
10,000 shares of Common Stock
	 
	 	 
	Date of Grant:

	 	May 17, 2010
	 
	 	 
	Term of Stock Award

and Vesting Schedule:

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








 







	 	 	 

	Installment

	 	Vesting Date
	 
	 	 
	2,000 shares

	 	May 17, 2011
	 
	 	 
	2,000 shares

	 	May 17, 2012
	 
	 	 
	2,000 shares

	 	May 17, 2013
	 
	 	 
	2,000 shares

	 	May 17, 2014
	 
	 	 
	2,000 shares

	 	May 17, 2015











	 	 	 

	 

	 	Except as provided below, an installment shall be
forfeited and shall not vest on the otherwise
applicable vesting date if you terminate employment
with Legacy Bancorp, Inc. or an Affiliate prior to
such vesting date.
	 
	 	 
	Acceleration of Vesting

upon a Change in Control:

	 	 
If permitted by law and regulations applicable
at the time of the Change in Control, all
unvested shares of Common Stock subject to this
Stock Award shall immediately vest.






 









 






Effect of Termination of

Employment because of:




	 	 	 

	     (a)    Death or Disability:

	 	In the event you terminate employment with Legacy Bancorp,
Inc. or an Affiliate due to death or Disability, the entire unvested portion of your
Stock Award will immediately vest as of the date of such termination.
	 
	 	 
	     (b)   Termination for Cause:

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

	 	Unless otherwise determined by the Compensation Committee (the
“Committee”), upon your Retirement, you will forfeit any rights to all unvested shares
of Company Common Stock subject to this Stock Award.
	 
	 	 
	     (d)    Other reasons:

	 	Unless otherwise determined by the Committee, all unvested
shares subject to this Stock Award are forfeited as of your termination date and any
rights you have to this Stock Award become null and void.






	 	 	 

	Voting:

	 	You are entitled to direct the plan trustee as
to the voting of all shares subject to this
Stock Award in a manner consistent with the
plan trust agreement and subject to the rules
and procedures of the Committee.
	 
	 	 
	Dividends:

	 	Dividends on unvested shares subject to the
Stock Awards shall be held by the Company and
shall be distributed to you on the date that
the underlying shares subject to the Stock
Award vest in you.
	 
	 	 
	Designation of Beneficiary:

	 	You may designate a beneficiary on a form
acceptable to the Committee, to receive rights
under this Agreement, in the event of your
death. If a beneficiary is not designated,
the Award will become part of your estate.
	 
	 	 
	Tax Withholding:

	 	Upon payment of a Stock Award, the Committee
is entitled to require as a condition of
delivery (i) that you remit an amount
sufficient to satisfy all federal,






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	 	state and local tax withholding requirements related thereto, (ii) that the
withholding of such sums come from compensation otherwise due to you or from
shares of Common Stock due to you, or (iii) any combination of the foregoing.
Any withholding shall comply with Rule 16b-3 or any amendments or successive
rule.
	 
	 	 
	Employment Agreement Governs:

	 	Notwithstanding anything in this Agreement
to the contrary, the terms of this Stock
Award shall be 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.
	 
	 	 
	Non-Transferability:

	 	You shall not sell, transfer, assign, pledge or otherwise encumber shares
subject to this Stock Award until full vesting of such shares has occurred.
	 
	 	 
	 

	 	Unless determined otherwise by the Committee and
except in the event of your death or pursuant to a
domestic relations order, this Stock Award is not
transferable and may only be earned by you in your
lifetime. Upon your death, this Stock Award is
transferable by will or the laws of descent and
distribution.
	 
	 	 
	Modification and Amendment:

	 	The Committee may amend or modify this Stock 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.






          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 Restricted Stock 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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