Exhibit 10.2


 


PSB
HOLDINGS, INC.

2005 STOCK-BASED INCENTIVE PLAN


 


FORM OF


RESTRICTED
STOCK AGREEMENT

(EMPLOYEES AND DIRECTORS)


 


A.                                   An AWARD for a
total of               
shares of common stock, par value $.10 per share, of PSB Holdings, Inc.
(the “Company”) is hereby granted to                       
(the “Recipient”), subject in all respects to the terms and provisions of the
PSB Holdings, Inc. 2005 Stock-Based Incentive Plan (the “Plan”), which has
been approved by the board of directors of the Company and the stockholders of
the Company, which is incorporated herein by reference.  The terms of this Restricted Stock Agreement
are subject to the terms and conditions of the Plan, except where otherwise
indicated.


 


B.                                     The shares of
common stock awarded hereunder shall bear a legend restricting the
transferability of such common stock (hereinafter referred to as the “Restricted
Stock”).  The Restricted Stock awarded to
the Recipient shall not be sold, assigned, transferred, pledged, or otherwise
encumbered by the Recipient, except as hereinafter provided, until such
Restricted Stock has vested (the “Restricted Period”).  Restricted Stock shall vest in five (5) equal
annual installments, with the first installment vesting on November 7,
2006, and succeeding installments on each anniversary thereafter through November 7,
2010.


 


C.                                     Following the
execution of this Restricted Stock Agreement, the Recipient shall receive a
certificate or certificates representing the shares of Restricted Stock that
have been awarded to him.  Upon receipt
of the Restricted Stock certificates representing the shares awarded hereunder,
the Recipient shall execute and return to the Company a stock power or powers
endorsed in blank covering all such shares of Restricted Stock.  Pursuant to the terms of the Plan, the
Company shall deposit the certificate or certificates representing the
Recipient’s Restricted Stock Award, together with the stock power(s), with an
escrow agent specified by the Company (the “Escrow Agent”).


 


D.                                    The Recipient
shall have the right to vote the shares awarded hereunder.  The Recipient will also receive dividends
declared with respect to the shares.


 


E.                                      If the
Recipient ceases to maintain employment or service with the Company or Putnam
Savings Bank for any reason other than Disability (as defined in the Plan),
death, Retirement (as defined in the Plan), or following a Change in Control
(as defined in the Plan), all shares of Restricted Stock awarded to such
Recipient which have not vested shall be forfeited by such Recipient.  In the event the Recipient’s employment or
service with the Company or an affiliate terminates due to Disability, death,
Retirement or following a Change
in Control, the Restricted Stock allocated to the Recipient which, as of the
date of termination has not yet vested, shall be deemed to vest as of the
Recipient’s last day of employment or service with the Company or an affiliate; provided that Restricted Stock awarded to
an employee who also serves as a director shall not be deemed to vest until
both employment and service as a director have been terminated.


 


F.                                      At the time the
Restricted Stock vests under the Plan, the Company shall deliver to the
Recipient (or if the Restricted Stock is deemed to vest due to the Recipient’s
death, to the Recipient’s beneficiary) shares of common stock of the Company
representing the amount earned, absent any restrictions that may have been
imposed under the Plan.  Upon delivery of
the shares of common stock to


 





















 


the Recipient or beneficiary,
such person shall execute and return to the Company an Acknowledgment of
Receipt of Earned Shares, in the form attached hereto.


 


G.                                     A copy of the
Plan governing this Restricted Stock Award is attached hereto.  The Recipient is invited to review all the
provisions of the Plan governing this Award.


 


H.                                    The Recipient
acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto,
and represents that he is familiar with the terms and provisions thereof.  The Recipient hereby accepts this Award,
subject to all the terms and provisions of the Plan.  The Recipient hereby agrees to accept as  binding,
conclusive, and final, all decisions and interpretations of the Committee upon
any questions arising under the Plan.  As
a condition to the issuance of shares of common stock of the Company under this
Award, the Recipient authorizes the Company to deduct from the settlement of an
Award any taxes required to be withheld by the Company under federal, state, or
local law as a result of his receipt of this Award.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  PSB HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  RECIPIENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


This
Restricted Stock Agreement must be executed in duplicate originals, with one
original retained by the Company and one original retained by the
Recipient


 





















 


ACKNOWLEDGMENT
OF RECEIPT OF EARNED SHARES


 


I
hereby acknowledge the delivery to me by PSB Holdings, Inc. (the “Company”)
on                      ,
of stock certificates for             shares
of common stock of the Company earned by me pursuant to the terms and
conditions of the PSB Holdings, Inc. Restricted Stock Agreement, and the
PSB Holdings, Inc. 2005 Stock-Based Incentive Plan, which shares were
transferred to me on the Company’s stock record books on                        .


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Recipient’s name (Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Recipient’s signature