Exhibit 4.4



 Exhibit 4.4 
 CMS BANCORP, INC. 
 2007 RECOGNITION AND
RETENTION PLAN 
 RESTRICTED STOCK AWARD
NOTICE 
  

					
	  
	 	  

	Name of Award Recipient	 	Social Security Number
	
	  

	Street Address
			
	  
	 	  
	 	  

	City	 	State	 	ZIP Code

 This Restricted Stock Award Notice is intended to set forth the terms and conditions on which an Award has been
granted under the CMS Bancorp, Inc. 2007 Recognition and Retention Plan. Set forth below are the specific terms and conditions applicable to this Award. Attached as Exhibit A are its general terms and conditions. 
  

											
	 Restricted Stock Award
	  	 (A)
	  	 (B)
	  	 (C)
	  	 (D)
	  	 (E)

	 Effective Date
	  		  		  		  		  	
						
	 Class of Shares*
	  	Common	  	Common	  	Common	  	Common	  	Common
						
	 No. of Awarded Shares*
	  		  		  		  		  	
						
	 Type of Award (Escrow or Legended Certificate)
	  		  		  		  		  	
						
	 Vesting Date*
	  		  		  		  		  	



	*	Subject to adjustment as provided in the Plan and the General Terms and Conditions. 

 By signing where indicated below, CMS Bancorp, Inc. (the “Company”) grants this Award upon the specified terms and conditions, and the Award Recipient acknowledges receipt of this Restricted Stock Award
Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein. 
  

							
	 CMS BANCORP, INC.
	 		 	AWARD RECIPIENT
				
	 By
	 	  
	 		 	  

	 Name:
	 		 		 	
	 Title:
	 		 		 	

  

 Instructions: This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. An Award consists of shares granted with uniform terms and conditions. Where
shares granted under an Award are awarded on the same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions. 







 EXHIBIT A 
 CMS BANCORP, INC. 
 2007 RECOGNITION AND
RETENTION PLAN  
 RESTRICTED STOCK
AWARD 
 General Terms And Conditions 
 Section 1. Size and Type of Award. The shares of Common Stock, par value $0.01 per share, of CMS Bancorp, Inc.
(“Shares”) covered by this Award (“Awarded Shares”) are listed on this Restricted Stock Award Notice. Your Restricted Stock Award Notice designates the Awarded Shares as either “Escrow” or “Legended
Certificate”. 
 (a) Legended Certificate. If your Awarded Shares are designated
“Legended Certificate,” a stock certificate evidencing the Awarded Shares will be issued in your name and held in a brokerage account at the Plan Trustee. The stock certificate will bear a legend indicating that it is subject to all of the
terms and conditions of this Award Notice and the Plan. You will be required to elect to be taxed on the Fair Market Value of the Awarded Shares as of the date they are placed in the brokerage account in your name, pursuant to section 83(b) of the
Internal Revenue Code of 1986, as amended. You must make this election in writing, in the manner required by applicable Internal Revenue Service Regulations, and file it with the Internal Revenue Service and the Company within 30 days after the date
on which the Awarded Shares are placed in your brokerage account. 
 (b) Escrow. If your
Awarded Shares are designated “Escrow,” the Awarded Shares will either be held in the name of the Plan Trustee or Compensation Committee on a pooled basis with other Awarded Shares that have been designated “Escrow,” or they will
be evidenced by a legended stock certificate in your name that will be placed in a brokerage account for you at the Plan Trustee. You will not be permitted to elect to be taxed currently on the Fair Market Value of the Awarded Shares and instead
will be subject to income tax on the Awarded Shares as and when they become vested. 
 Section 2.
Vesting. 
 (a) Vesting Dates. The Vesting Dates for your
Awarded Shares are specified on this Award Notice. On each Vesting Date, you will obtain unrestricted ownership of the Awarded Shares that vest on that Vesting Date. A stock certificate (or a book entry listing) evidencing your unrestricted
ownership of the vested Awarded Shares will be deposited in your brokerage account at the Plan Trustee. If a legended stock certificate evidencing these Awarded Shares was previously placed in your brokerage account, it will be exchanged for an
unrestricted certificate or book entry listing. 
 (b) Forfeitures. If you terminate service with
the Company prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on that date. When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other
evidence of ownership that was placed in a brokerage account for you will be returned to the Plan Trustee to be used for future awards to others. You agree to take any action and execute and deliver any document that the Company requests to effect
the return of your unvested Awarded Shares. In the event you do not cooperate with the Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in
your name, which the Company determines is necessary to enforce the forfeiture. 
 (c) Accelerated
Vesting. All of your Awarded Shares that have not previously vested will become fully vested immediately, and without any further action on your part, in the event of your death, Disability (as defined in the Plan) or in the event a
Change of Control (as defined in the Plan). In addition, to the extent authorized pursuant to a Plan provision that is approved by the Company’s shareholders by the requisite vote at a meeting of shareholders held on or after April 3,
2008, if your service terminates due to Retirement (as defined in the Plan), then any Awarded Shares not theretofore forfeited shall become immediately vested on the date of your retirement. You may designate a Beneficiary to receive any Awarded
Shares that vest upon your death using the Beneficiary Designation attached as Appendix A. 
 (d) Definition
of Service. For purposes of determining the vesting of your Awarded Shares, you will be deemed to be in the service of the Company for so long as you serve in any capacity as an employee, officer, non-employee director or emeritus
director of the Company or its affiliates. 
 Section 3. Dividends. If your Awarded Shares are in
the form of Legended Certificates, any dividends declared by the Company with a record date that is after the Effective Date specified in this Award Notice will be credited to your brokerage account at the Plan Trustee for your benefit on an
unrestricted basis. If your Awarded Shares are designated “Escrow”, you will receive the dividends on an unrestricted basis, but they will be paid to you by, and will be taxable in the same manner as other compensation paid to you by, the
Company; by signing this Award Notice and accepting its terms, you direct the Plan Trustee to remit to the Company for payment to you any dividends that either of them may receive as the record holder of your unvested Awarded Shares. 
 Section 4. Voting Rights. You shall have the right to control all voting rights relating to all unvested
Awarded Shares. If your Awarded Shares are placed in your brokerage account at the Plan Trustee, you will receive proxy materials for voting in the same manner as other shareholders with Shares in brokerage accounts. If your unvested Awarded Shares
are held by the Plan Trustee, the Plan Trustee will ask you for voting directions and will follow your directions in voting your unvested Awarded Shares. 
 Section 5. Amendment. This Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written
agreement between you and the Company. 
 Section 6. Plan Provisions Control. This Award Notice, and the rights and
obligations created hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated
herein by reference, shall control. 







 APPENDIX A TO RESTRICTED STOCK
AWARD NOTICE 
 CMS BANCORP, INC. 
 2007 RECOGNITION AND RETENTION PLAN 
 Beneficiary Designation Form 
  

									
	 GENERAL
 INFORMATION
	 		  	Use this form to designate the Beneficiary(ies) who will receive Shares available for distribution at the time of your death.


																	
				
	 Name of
 Award
 Recipient
	 	  
	 		  	Social Security Number
	 	 		  	                –                –  
              


											
			
	 BENEFICIARY
 DESIGNATION
	 		  	Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated
Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.


											
	
	A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any
time prior to my death:


																			
										
	 Name
	 		 	Address	 		 	Relationship	 		 	Birthdate	 		 	Share	 	
										
	
	 		 	
	 		 	
	 		 	
	 		 	
	 	%
	 		 	
	 		 	 	 	 	 	 
										
	
	 		 	
	 		 	
	 		 	
	 		 	
	 	%
	 	 	
	 		 	 		 	 		 	 
										
	
	 		 	
	 		 	
	 		 	
	 		 	
	 	%
	 		 	
	 	 	 	 	 	 	 


																			
									
		 		 		 		 		 		 		 		 	Total = 100%


									
	
	B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary
Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death with respect to all outstanding Awarded Shares:

  

																			
										
	 Name
	 		 	Address	 		 	Relationship	 		 	Birthdate	 		 	Share	 	
										
	
	 		 	
	 		 	
	 		 	
	 		 	
	 	%
	 		 	
	 		 	 	 	 	 	 
										
	
	 		 	
	 		 	
	 		 	
	 		 	
	 	%
	 	 	
	 		 	 		 	 		 	 
										
	
	 		 	
	 		 	
	 		 	
	 		 	
	 	%
	 		 	
	 	 	 	 	 	 	 


																			
									
		 		 		 		 		 		 		 		 	Total = 100%


									
				
	 S
 I
 G
 N
	 	 H
 E
 R
 E
	 		  	I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Compensation Committee of CMS Bancorp, Inc. prior to my death, and
that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Awarded Shares.


													
		 		 		  	  
	  		 	                                      
	  	
		 		 		  	Your Signature	  		 	Date	  	


					
			
	  
	 	Internal Use Only	 	  



			
		
	This Beneficiary Designation was received by the Compensation Committee of CMS Bancorp, Inc. on the date indicated.	 	Comments


							
				
	 By
	 	  
	 		 	  

		 	Authorized Signature	 		 	Date