FORM OF Restricted Stock Award
EXHIBIT 10.4
FORM OF
Granted by
under the
2019 EQUITY INCENTIVE PLAN
This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the “Plan”) of Territorial Bancorp Inc. (the “Company”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and Plan prospectus has been provided to each person granted a
Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and
this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee appointed to administer the Plan (“Committee”) or the Board of Directors will be final,
binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized terms used in this Agreement but not defined will have the same meaning as in the Plan.
1. Name of Participant: _______________________________
2. Date of Grant:_____________________________________
3. Total number of shares of Company common stock, $0.01 par value per share, covered by this Restricted Stock Award: ____________
4. Vesting Schedule. Except as otherwise
provided in the Plan or this Agreement, this Restricted Stock Award will vest in accordance with the following
schedule:
[vesting schedule]
| 5. |
Grant of Restricted Stock Award.
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The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be registered
in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the
Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order
to facilitate the paperless transfer of this Restricted Stock Award.
| 6. |
Terms and Conditions.
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The Participant will have the right to vote the shares of Restricted Stock awarded pursuant to
this Agreement.
Any cash dividends or distributions declared with respect to shares of Stock subject to
the Restricted Stock Award will be delayed and distributed to the Participant at the time that the Restricted Stock vests. The Committee shall cause the dividend to be distributed to the Participant within 30 days following the date on which the
Restricted Stock vests. Any stock dividends declared and paid with respect to shares of Stock subject to the Restricted Stock Award will be issued subject to the same restrictions and the same vesting schedule as the underlying share of Stock on
which the dividend was declared.
7. Delivery of Shares.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of
the Securities Act), and the applicable requirements of any securities exchange or similar entity.
8. Change in Control.
| 8.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock subject to this Agreement will become fully vested.
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| 8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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9.
Adjustment Provisions.
This Restricted Stock Award, including the number of shares subject to the Restricted
Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
10. Effect of Termination of Service on Restricted Stock Award.
10.1 This Restricted Stock Award will vest as follows:
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any shares of Restricted Stock that would otherwise have vested under
this Award will vest, if not already vested.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any shares of Restricted Stock that would otherwise have
vested under this Award, if not already vested.
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(iii)
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Termination for Cause. If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this
Agreement that has not vested will expire and be forfeited.
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(iv)
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Other Termination. If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or
for Cause, other than an Involuntary Termination of Service following a Change in Control, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be
forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
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11. Miscellaneous.
| 11.1 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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| 11.2 |
A Restricted Stock Award is not transferable prior to the time the Award vests in the Participant.
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| 11.3 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Hawaii.
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| 11.4 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not
be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its
behalf as of the date of grant of this Restricted Stock Award set forth above.
By:
___________________________
Its:___________________________
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PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof,
including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and the Plan Prospectus.
PARTICIPANT
_______________________________
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