Attached files
file | filename |
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10-K - FORM 10-K - BANK MUTUAL CORP | c63163e10vk.htm |
EX-10.6.C - EX-10.6.C - BANK MUTUAL CORP | c63163exv10w6wc.htm |
EX-32.2 - EX-32.2 - BANK MUTUAL CORP | c63163exv32w2.htm |
EX-32.1 - EX-32.1 - BANK MUTUAL CORP | c63163exv32w1.htm |
EX-23.1 - EX-23.1 - BANK MUTUAL CORP | c63163exv23w1.htm |
EX-31.2 - EX-31.2 - BANK MUTUAL CORP | c63163exv31w2.htm |
EX-21.1 - EX-21.1 - BANK MUTUAL CORP | c63163exv21w1.htm |
EX-31.1 - EX-31.1 - BANK MUTUAL CORP | c63163exv31w1.htm |
EX-10.11.C.II - EX-10.11.C.II - BANK MUTUAL CORP | c63163exv10w11wcwii.htm |
EX-10.11.B.II - EX-10.11.B.II - BANK MUTUAL CORP | c63163exv10w11wbwii.htm |
Exhibit 11(e)(ii)
BANK MUTUAL CORPORATION
2010 UPDATED FORM MANAGEMENT RECOGNITION AWARD
2010 UPDATED FORM MANAGEMENT RECOGNITION AWARD
This Management Recognition Award is granted the ____ day of __________, 20__ (the Date of
Grant), by BANK MUTUAL CORPORATION, a Wisconsin corporation (hereinafter called Bank Mutual), to
_________________________ (hereinafter called the Grantee).
WITNESSETH:
WHEREAS, the Board of Directors of Bank Mutual adopted the Bank Mutual Corporation 2004 Stock
Incentive Plan (the Plan) on February 2, 2004, subject to stockholder approval which was obtained
May 3, 2004;
NOW, THEREFORE, it is agreed as follows:
1. Number of Shares Awarded. Bank Mutual grants to Grantee a management recognition stock
award covering _______ shares of Bank Mutuals common stock.
2. Vesting of Award. This Award shall become vested in accordance with the following vesting
schedule:
Number of Completed | Percentage of | |||
Years of Continuous | Shares Becoming | |||
Employment After the | Vested Under | |||
Date of Grant | the Award | |||
Less than 1 year |
Zero | |||
At least 1 but less than 2 |
20 | % | ||
At least 2 but less than 3 |
40 | % | ||
At least 3 but less than 4 |
60 | % | ||
At least 4 but less than 5 |
80 | % | ||
At least 5 Years |
100 | % |
Notwithstanding the forgoing, the shares covered by this Award shall become fully vested in the
event of Grantees death or disability, or in the event of a Change in Control (as defined in the
Plan). The period of time during which the shares covered by the Award are forfeitable is referred
to as the Restricted Period. If Grantees employment with Bank Mutual or a Subsidiary terminates
during the Restricted Period for any reason other than death or disability, the Restricted Stock
that has not yet become vested shall be forfeited to Bank Mutual on the date of such termination,
without any further obligations of Bank Mutual to the Grantee and all rights of the Grantee with
respect to the Restricted Stock shall terminate.
3. Delivery of Shares; Rights During Restricted Period. Grantee shall not be deemed the
holder of any shares covered by this Award until such shares are issued to him/her. Following the
issuance of the shares covered by the Award to Grantee, the Grantee shall have the right to vote
the Restricted Stock and to receive cash dividends; however, all stock dividends, stock rights or
other securities issued with respect to the Restricted Stock (collectively, the Proceeds) shall
be forfeitable and subject to the same restrictions as exist regarding the original shares of
Restricted Stock. The Restricted Stock shall be nontransferable during the Restricted Period,
except by will or the laws of descent and distribution.
4. Custody of Shares. The Restricted Stock issued to Grantee may be credited to Grantee in
book entry form and shall be held, along with any Proceeds, in custody by Bank Mutual until the
applicable restrictions have expired. If any certificates are issued for shares of Restricted
Stock or any of the Proceeds during the Restricted Period, such certificates shall bear an
appropriate legend as determined by the Committee referring to the applicable terms, conditions and
restrictions and the Grantee shall deliver a signed, blank stock power to Bank Mutual relating
thereto.
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5. Forfeiture. If at any time within two years after Grantee shall become vested in any
portion of this Award, the Grantee shall (a) solicit or assist with the solicitation of any
customer of Bank Mutual or a Subsidiary (the Affiliated Companies) to terminate or diminish such customers business with the
Affiliated Companies or (b) solicit, cause or seek to cause any employee of the Affiliated
Companies to terminate, curtail or otherwise modify his or her employment relationship with the
Affiliated Companies, the Grantee shall promptly pay to Bank Mutual as liquidated damages an amount
equal to the Fair Market Value of the shares becoming vested in the prior two years. The Committee
shall, in its sole discretion, determine whether a violation of (a) or (b) has occurred, and the
determination of the Committee shall be final and binding as to all parties.
6. Changes in Stock. In the event of any recapitalization, stock split or reverse split,
stock dividend, merger in which Bank Mutual is the surviving corporation, combination or exchange
of shares or other capital change affecting the common stock of Bank Mutual, the Committee shall
make, subject to the approval of the Board of Directors of Bank Mutual, equitable and appropriate
changes in the aggregate number and kind of shares subject to this Award, to prevent substantial
dilution or enlargement of the rights granted to or available for Grantee.
7. No Employment Agreement Intended. This Agreement does not confer upon Grantee any right to
continuation of employment in any capacity by Bank Mutual or a Subsidiary and does not constitute
an employment agreement of any kind.
MISCELLANEOUS
8. Notices. Any notice to be given to the Committee under the terms of this Agreement shall
be addressed to Bank Mutual, in care of its Secretary at 4949 West Brown Deer Road, Milwaukee,
Wisconsin 53223. Any notice to be given to Grantee may be addressed to Grantee at his/her address
as it appears on Bank Mutuals records, or at such other address as either party may hereafter
designate in writing to the other. Any such notice shall be deemed to have been duly given if and
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, certified and
deposited, postage prepaid, in a post office or branch post office regularly maintained by the
United States Government.
9. Provisions of Plan Controlling. This Award is subject in all respects to the provisions of
the Plan. In the event of any conflict between any provision of this Award and the provisions of
the Plan, the provisions of the Plan shall control. Terms defined in the Plan where used herein
shall have the meanings as so defined. Grantee hereby acknowledges receipt of a copy of the Plan.
10. Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of Bank Mutual.
11. Government and Other Regulations. The obligation of Bank Mutual to sell and deliver
shares of stock under this Plan shall be subject to all applicable laws, rules and regulations and
the obtaining of all such approvals by governmental agencies as may be deemed necessary or
desirable by the Board of Directors of Bank Mutual, including (without limitation) the satisfaction
of all applicable federal, state and local tax withholding requirements. Bank Mutual shall
determine the amount of any required tax withholding. The Grantee may pay any required withholding
in cash or, in the discretion of the Committee, in shares of Bank Mutual stock, valued at its fair
market value as of the date the withholding obligation arises, or in a combination thereof.
12. Wisconsin Contract. This Award has been granted in Wisconsin and shall be construed under
the laws of that State.
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IN WITNESS WHEREOF, Bank Mutual has caused these presents to be executed in its behalf by its
Chairman of the Board or President and attested by its Secretary or one of its Assistant
Secretaries, and Grantee has hereunto set his or her hand and seal, all of the day and year first
above written, which is the date of the granting of the award evidenced hereby.
BANK MUTUAL CORPORATION | ||||||
By: | ||||||
Title: | ||||||
ATTEST: |
||||||
Grantee |
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