1.
|
the
election of three directors to the Board of
Directors;
|
2.
|
the
approval of the 2006
United Financial Bancorp, Inc. Stock-Based Incentive Plan;
|
By
Order of the Board of Directors
|
|
/s/
Diane P. Wilson
|
|
Diane
P. Wilson
|
|
Corporate
Secretary
|
Amount
of Shares
|
||||
Owned
and Nature
|
Percent
of Shares
|
|||
Name
and Address of
|
of
Beneficial
|
of
Common Stock
|
||
Beneficial
Owners
|
Ownership(1)
|
Outstanding
|
||
Principal
Stockholders:
|
||||
United
Mutual Holding Company
|
9,189,722
|
53.41%
|
||
95
Elm Street
|
||||
West
Springfield, Massachusetts 01089
|
||||
United
Mutual Holding Company(2)
|
9,340,020
|
54.28%
|
||
and
all Directors and Executive Officers
|
||||
as
a group (20 persons)
|
Names
and Addresses (1)
|
Age(2)
|
Positions
Held
|
Director
Since(3)
|
Current
Term
to
Expire
|
Shares
of Common Stock
Beneficially
Owned on
Record
Date (4)
|
Percent
of Class
|
||||||
NOMINEES
|
||||||||||||
Kevin
E. Ross
|
53
|
Director
|
1991
|
2006
|
2,500
|
*
|
||||||
Robert
A. Stewart, Jr.
|
55
|
Director
|
1991
|
2006
|
2,500
|
*
|
||||||
Thomas
H. Themistos
|
66
|
Director
|
2004
|
2006
|
2,400
|
*
|
||||||
DIRECTORS
CONTINUING IN OFFICE
|
||||||||||||
Robert
W. Bozenhard, Jr.
|
71
|
Chairman
of the Board of
Directors |
1984
|
2007
|
10,000
|
*
|
||||||
Michael
F. Crowley
|
48
|
Director
|
2001
|
2007
|
15,000(5)
|
*
|
||||||
Carol
Moore Cutting
|
57
|
Director
|
2001
|
2007
|
2,650(6)
|
*
|
||||||
Carol
A. Leary
|
59
|
Director
|
2001
|
2007
|
5,000
|
*
|
||||||
Richard
B. Collins
|
63
|
Director,
President and Chief
Executive
Officer
|
2002
|
2008
|
30,000(7)
|
*
|
||||||
G.
Todd Marchant
|
67
|
Director
|
1991
|
2008
|
2,000(8)
|
*
|
||||||
Michael
F. Werenski
|
46
|
Director
|
1991
|
2008
|
30,000(9)
|
*
|
||||||
DIRECTORS
NOT CONTINUING IN OFFICE
|
||||||||||||
George
W. Jones
|
72
|
Director
|
1985
|
2006
|
2,000(10)
|
*
|
||||||
Donald
G. Helliwell
|
72
|
Director
|
1975
|
2008
|
10,000
|
*
|
||||||
EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
|
||||||||||||
Keith
E. Harvey
|
58
|
Executive
Vice President,
Operations
and Retail Sales
|
N/A
|
N/A
|
10,000
|
*
|
||||||
Donald
F.X. Lynch(11)
|
60
|
Executive
Vice President,
Chief
Financial Officer
and
Corporate Secretary
|
N/A
|
N/A
|
10,000
|
*
|
||||||
Mark A. Roberts(12) |
43
|
Executive Vice President and
Chief
Financial Officer
|
N/A
|
N/A
|
1,500
|
*
|
||||||
J.
Jeffrey Sullivan
|
42
|
Executive
Vice President and
Chief
Lending Officer
|
N/A
|
N/A
|
4,311
|
*
|
||||||
John
J. Patterson
|
59
|
Senior
Vice President, Risk
Management
|
N/A
|
N/A
|
3,577(13)
|
*
|
||||||
William
Clark
|
41
|
Senior
Vice President,
Residential
Lending
|
N/A
|
N/A
|
352
|
*
|
||||||
Laurie
J. Rollins
|
47
|
Vice
President,
Treasurer
|
N/A
|
N/A
|
1,000(14)
|
*
|
||||||
Dena
M. Hall
|
32
|
Vice
President, Marketing and
Community
Relations
|
N/A
|
N/A
|
170(15)
|
*
|
||||||
All
Directors and Executive
Officers
as a Group (20 persons)
|
150,298(16)
|
0.87
|
(1)
|
The
mailing address for each person listed is 95 Elm Street, West Springfield,
Massachusetts 01089.
|
(2)
|
As
of May 22, 2006.
|
(5)
|
Includes
5,000 shares of common stock held in Mr. Crowley’s individual retirement
account, 4,000 shares of common held by Mr. Crowley as custodian
for his
son and 3,000 shares of common held by Mr. Crowley as custodian for
his
daughter.
|
(6)
|
Includes
2,500 shares of common stock held in Ms. Cutting’s individual retirement
account and 50 shares of common stock held by a
corporation.
|
(7)
|
Includes
15,000 shares of common stock held by Mr. Collins’
spouse.
|
(8)
|
Includes
2,000 shares of common stock held in a
trust.
|
(9)
|
Includes
4,600 shares held by Mr. Werenski’s spouse’s individual retirement
account, 5,600 held in Mr. Werenski’s individual retirement accounts and
200 shares held by Mr. Werenski’s
spouse.
|
(10)
|
Includes
2,000 shares of common stock held by Mr. Jones’ individual retirement
account.
|
(11)
|
Mr.
Lynch left the Company, effective May 5,
2006.
|
(12)
|
Mr.
Roberts joined the Company on May 8,
2006.
|
(13)
|
Includes
1,777 shares of common stock held in Mr. Patterson’s individual retirement
account.
|
(14)
|
Includes
shares of common stock held in a joint account with Ms. Rollins’
son.
|
(15)
|
Includes
shares of common stock held in a joint account with Ms. Hall’s
spouse.
|
(16)
|
Includes
5,337.553 shares of Common Stock allocated to the accounts of executive
officers under the ESOP and excludes the remaining 609,236 shares
of
Common Stock (representing 3.5% of the shares of Common Stock outstanding
as of the Record Date) owned by the ESOP for the benefit of the employees
of the Company and the Bank. Under the terms of the ESOP, shares
of Common
Stock allocated to the account of employees are voted in accordance
with
the instructions of the respective employees. Unallocated shares
are voted
by the ESOP trustee in the manner calculated to most accurately reflect
the instructions it has received from the participants regarding
the
allocated shares, unless its fiduciary duties require
otherwise.
|
*
|
Less
than three-tenths of 1%.
|
·
|
to
lead the search for individuals qualified to become members of the
Board
and to select director nominees to be presented for stockholder
approval;
|
·
|
to
review and monitor compliance with Nasdaq Stock Market listing
requirements for board
independence;
|
·
|
to
make recommendations to the Board regarding the size and composition
of
the Board and develop and recommend to the Board criteria for the
selection of individuals to be considered for election or re-election
to
the Board; and
|
·
|
to
review the committee structure and make recommendations to the Board
regarding committee membership.
|
·
|
has
the highest personal and professional ethics and integrity and whose
values are compatible with the
Company’s;
|
·
|
has
had experiences and achievements that have given him or her the ability
to
exercise and develop good business
judgment;
|
·
|
is
willing to devote the necessary time to the work of the Board and
its
committees, which includes being available for Board and committee
meetings;
|
·
|
is
familiar with the communities in which the Company operates and/or
is
actively engaged in community
activities;
|
·
|
is
involved in other activities or interests that do not create a conflict
with his or her responsibilities to the Company and its stockholders;
and
|
·
|
has
the capacity and desire to represent the balanced, best interests
of the
stockholders of the Company as a group, and not primarily a special
interest group or constituency.
|
·
|
a
statement that the writer is a stockholder and is proposing a candidate
for consideration by the Governance
Committee;
|
·
|
the
name and address of the stockholder as he or she appears on the Company’s
books, and number of shares of the Company’s common stock that are owned
beneficially by such stockholder (if the stockholder is not a holder
of
record, appropriate evidence of the stockholder’s ownership will be
required);
|
·
|
the
name, address and contact information for the candidate, and the
number of
shares of common stock of the Company that are owned by the candidate
(if
the candidate is not a holder of record, appropriate evidence of
the
stockholder’s ownership should be
provided);
|
·
|
a
statement of the candidate’s business and educational
experience;
|
·
|
such
other information regarding the candidate as would be required to
be
included in the proxy statement pursuant to SEC Regulation
14A;
|
·
|
a
statement detailing any relationship between the candidate and any
customer, supplier or competitor of the
Company;
|
·
|
detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
|
·
|
a
statement that the candidate is willing to be considered and willing
to
serve as a Director if nominated and
elected.
|
·
|
attempt
to handle the inquiry directly, for example where it is a request
for
information about the Company or it is a stock-related matter; or
|
·
|
not
forward the communication if it is primarily commercial in nature,
relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
·
|
retaining,
overseeing and evaluating an independent registered public accounting
firm
to audit the Company’s annual financial
statements;
|
·
|
in
consultation with the independent registered public accounting firm
and
the internal auditor, reviewing the integrity of the Company’s financial
reporting processes, both internal and
external;
|
·
|
approving
the scope of the audit in advance;
|
·
|
reviewing
the financial statements and the audit report with management and
the
independent registered public accounting
firm;
|
·
|
considering
whether the provision by the external auditors of services not related
to
the annual audit and quarterly reviews is consistent with maintaining
the
registered public accounting firm
independence;
|
·
|
reviewing
earnings and financial releases and quarterly reports filed with
the
SEC;
|
·
|
consulting
with the internal audit staff and reviewing management’s administration of
the system of internal accounting
controls;
|
·
|
approving
all engagements for audit and non-audit services by the independent
registered public accounting firm;
and
|
·
|
reviewing
the adequacy of the audit committee
charter.
|
·
|
reviewed
and discussed with management and the independent registered public
accounting firm the Company’s audited consolidated financial statements
for the year ended December 31,
2005;
|
·
|
discussed
with the independent registered public accounting firm of the Company
the
matters required to be discussed by Statement on Auditing Standards
No.
61, Communications
with Audit Committees,
as amended; and
|
·
|
received
the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board Standard
No. 1, Independence
Discussions with Audit Committees,
and has discussed with the independent registered public accounting
firm
their independence.
|
·
|
Company
objectives relevant to the Chief Executive Officer and the cash and
equity
compensation of the Chief Executive Officer; evaluating the Chief
Executive Officer’s performance relative to established goals; and
reviewing, evaluating and recommending to the full Board of Directors
Chief Executive Officer
compensation;
|
·
|
goals
relevant to the compensation of the Company’s executive officers and
reviewing such officers’ performance in light of these goals and
determining (or recommending to the full Board for determination)
such
officers’ cash and equity compensation based on this
evaluation;
|
·
|
annual
compensation percentage increases available to all staff;
and
|
·
|
the
terms of employment and severance agreements/arrangements for executive
officers, including any change of control and indemnification
agreements.
|
Carol
Moore Cutting
|
Carol
A. Leary
|
Donald
G. Helliwell
|
|
Kevin
E. Ross
|
Robert
A. Stewart, Jr.
|
Thomas
H. Themistos
|
Long-term
Compensation
|
||||||||
Annual
Compensation
|
Awards
|
Payout
|
||||||
Name
and Principal Position
|
Year
Ended
12/31(1)
|
Salary
|
Bonus
|
Other
Annual Compensation (2)
|
Restricted
Stock
Awards
|
Options/
SARS
(#)
|
LTIP
Payouts
|
All
Other Compensation(3)
|
Richard
B. Collins
President
and Chief
Executive
Officer
|
2005
2004
|
$
330,022
283,815
|
$94,044
57,010
|
$
-
-
|
$
-
-
|
-
-
|
$
-
-
|
$10,500
10,250
|
Donald
F.X. Lynch,
Executive
Vice
President,
Chief
Financial
Officer and
Corporate
Secretary
|
2005
2004
|
163,279
164,163
|
45,362
32,903
|
-
-
|
-
-
|
-
-
|
-
-
|
8,164
8,202
|
Keith
E. Harvey
Executive
Vice
President
for
Operations
and Retail
Sales
|
2005
2004
|
160,898
146,163
|
37,802
24,468
|
-
-
|
-
-
|
-
-
|
-
-
|
8,044
7,308
|
J.
Jeffrey Sullivan
Executive
Vice
President
and Chief
Lending
Officer
|
2005
2004
|
161,230
151,423
|
37,802
25,228
|
-
-
|
-
-
|
-
-
|
-
-
|
8,061
842
|
John
J. Patterson
Senior
Vice President,
Risk
Management
|
2005
2004
|
133,638
133,252
|
24,769
17,801
|
-
-
|
-
-
|
-
-
|
-
-
|
6,682
6,663
|
Final
Average
|
Years
of Service and Benefit Payable at Retirement Corporate
Table
|
|||||||||||||||||||
Annual
Compensation
|
5
|
10
|
15
|
20
|
25
|
30
|
||||||||||||||
$
|
25,000
|
$
|
938
|
$
|
1,875
|
$
|
2,813
|
$
|
3,750
|
$
|
4,688
|
$
|
5,625
|
|||||||
$
|
50,000
|
$
|
1,908
|
$
|
3,815
|
$
|
5,723
|
$
|
7,630
|
$
|
9,538
|
$
|
11,446
|
|||||||
$
|
100,000
|
$
|
5,033
|
$
|
10,065
|
$
|
15,098
|
$
|
20,130
|
$
|
25,163
|
$
|
30,196
|
|||||||
$
|
150,000
|
$
|
8,158
|
$
|
16,315
|
$
|
24,473
|
$
|
32,630
|
$
|
40,788
|
$
|
48,946
|
|||||||
$
|
175,000
|
$
|
9,720
|
$
|
19,440
|
$
|
29,160
|
$
|
38,880
|
$
|
48,601
|
$
|
58,321
|
|||||||
$
|
200,000
|
$
|
11,283
|
$
|
22,565
|
$
|
33,848
|
$
|
45,130
|
$
|
56,413
|
$
|
67,696
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
/s/
Diane P. Wilson
|
|
Diane
P. Wilson
|
|
Corporate
Secretary
|
·
|
the
integrity of the Company’s financial
statements
|
·
|
the
qualifications and independence of the Company’s independent
auditor
|
·
|
the
performance of the Company’s internal audit function and independent
auditor
|
·
|
the
Company’s disclosure controls and system of internal controls over
financial reporting
|
·
|
Review
and discuss with management and the independent auditor the Company’s
annual audited financial statements, including disclosures made in
management’s discussion and analysis, and recommend to the Board whether
the audited financial statements should be included in the Company’s Form
10-K.
|
·
|
Review
and discuss with management and the independent auditor the Company’s
quarterly financial statements prior to the filing of the Company’s Form
10-Q, including the results of the independent auditor’s review of the
quarterly financial statements.
|
·
|
Review
and discuss with management and the independent auditor the certifications
of the Company’s chief executive officer and chief financial officer about
any significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving management
or other employees who have a significant role in the Company’s internal
controls, as required by the Sarbanes-Oxley Act of 2002 (Sections
302 and
906), and the relevant reports rendered by the independent
auditor.
|
·
|
Discuss
with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation
of
the Company’s financial statements, including any significant changes in
the Company’s selection or application of accounting principles, any major
issues as to the adequacy of the Company’s internal controls and any
special steps adopted in light of material control
deficiencies.
|
·
|
Review
and discuss quarterly reports from the independent auditor
on:
|
·
|
Discuss
with management the Company’s earnings press releases, including the use
of “pro forma” or “adjusted” non-GAAP information, as well as financial
information and earnings guidance provided to analysts and ratings
agencies. Such discussions may be on general terms (i.e., discussion
of
the types of information to be disclosed and the type of presentation
to
be made).
|
·
|
Discuss
with management and the independent auditor the effect of regulatory
and
accounting initiatives as well as off-balance sheet structures on
the
Company’s financial statements.
|
·
|
Discuss
with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control such exposures, including
the
Company’s risk assessment and risk management
policies.
|
·
|
Review
with management, corporate counsel and the independent auditor the
status
of legal matters, including the significance of such matters on the
Company’s financial statements, and the adequacy of disclosures regarding
such matters in the Company’s financial statements and SEC
filings.
|
·
|
Review
with management and the independent auditor and pre-approve all
related-party transactions and determine that all required disclosures
are
included in the Company’s annual report and annual proxy
statement.
|
·
|
Review
with the independent auditor the matters required to be discussed
by
Statement on Auditing Standards No. 61 relating to the conduct of
the
audit, any difficulties encountered in the course of the audit, any
restrictions on the scope of activities or access to requested
information, and any significant disagreements with
management.
|
·
|
Appoint,
compensate and oversee the work performed by the independent auditor
for
the purpose of preparing an audit report on the Company’s financial
statements or related work. Review the performance of the independent
auditor and remove the independent auditor if circumstances warrant.
The
independent auditor shall report directly to the Committee and the
Committee shall oversee the resolution of disagreements between management
and the independent auditor in the event they arise.
|
·
|
Consider
whether the auditor’s performance of permissible non-audit services is
compatible with the auditor’s
independence.
|
·
|
Review
and evaluate the lead partner of the independent auditor team. Ensure
the
rotation of the lead audit partner and the audit partner responsible
for
reviewing the audit as required by
law.
|
·
|
Obtain
and review a report from the independent auditor at least annually
regarding:
|
·
|
Review
and pre-approve both audit and non-audit services to be provided
by the
independent auditor (other than with respect to non-significant exceptions
permitted by the Sarbanes-Oxley Act of 2002) in accordance with the
Company’s pre-approval policy.
|
·
|
Meet
with the independent auditor prior to the audit to discuss the planning
and staffing of the audit. Employees or former employees of the
independent auditor who participated in any capacity in the audit
of the
Company will not be hired by the Company unless (a) it is determined
that
such a hiring would not violate any rules and regulations and (b)
the
hiring is pre-approved by the
Board.
|
·
|
Review
and advise on the appointment and replacement of the senior internal
audit
executive, if any.
|
·
|
Review
activities, organizational structure and qualifications of the internal
audit function.
|
·
|
Review
the significant reports to management prepared by the internal auditor
and
management’s responses.
|
·
|
Review
the internal audit charter, if any, annually and recommend changes,
if
any.
|
·
|
Review
periodically with the independent auditor the budget, staffing and
responsibilities of the internal audit
function.
|
·
|
Review
periodically with the internal auditor any significant difficulties,
disagreements with management or scope restrictions encountered
in the
course of the function’s work.
|
·
|
Discuss
with management and the independent auditor any correspondence
with
regulators or governmental agencies and any reports that raise
material
issues regarding the Company’s financial statements or accounting
policies.
|
·
|
Establish
procedures for the receipt, retention and treatment of complaints
received
by the Company regarding accounting, internal accounting controls
or
auditing matters, and the confidential, anonymous submission by
employees
of concerns regarding questionable accounting or auditing
matters.
|
(i)
|
would
be required to be reported in response to Item 5.01 of the Current
Report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
or
|
(ii)
|
results
in a Change in Control of the Bank or the Company within the meaning
of
the Home Owners’ Loan Act, as amended (“HOLA”), and applicable rules and
regulations promulgated thereunder, as in effect at the time of the
Change
in Control; or
|
(iii)
|
without
limitation such a Change in Control shall be deemed to have occurred
at
such time as: (a) any “person” (as the term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of
securities of the Company representing 25% or more of the combined
voting
power of the Company’s outstanding securities except for any securities
purchased by the Bank’s employee stock ownership plan or trust; or (b)
individuals who constitute the Board on the date hereof (the “Incumbent
Board”) cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the date
hereof
whose election was approved by a vote of at least three-quarters
of the
directors comprising the Incumbent Board, or whose nomination for
election
by the Company’s stockholders was approved by the same Nominating
Committee serving under an Incumbent Board, shall be, for purposes
of this
clause (b), considered as though he were a member of the Incumbent
Board;
or (c) a plan of reorganization, merger, consolidation, sale of all
or
substantially all the assets of the Bank or the Company or similar
transaction in which the Bank or Company is not the surviving institution
occurs; or (d) a proxy statement is distributed soliciting proxies
from
stockholders of the
|
(g)
|
“Code”
means the Internal Revenue Code of 1986, as
amended.
|
(h)
|
“Committee”
means the committee designated, pursuant to Section 3 of the Plan,
to
administer the Plan.
|
(i)
|
“Common
Stock” means the common stock of the Company, par value $0.01 per
share.
|
(j)
|
“Company”
means United Financial Bancorp, Inc. the stock holding company of
the
Bank, and any entity that succeeds to the business of United Financial
Bancorp, Inc.
|
(k)
|
“Director
Emeritus” means a former member of the Board who has been appointed to the
status of Director Emeritus by the Board of the Company or the
Bank.
|
(l)
|
“Disability”
means the inability to engage in any substantial gainful activity
by
reason of any medically determinable physical or mental impairment
which
can be expected to result in death or which lasted or can be expected
to
last for a continuous period of not less than 12 months. An individual
shall not be considered to be permanently and totally disabled unless
he
furnishes proof of the existence thereof in such form and manner,
and at
such times, as the Secretary of the Treasury may require, in accordance
with Section 22(e)(3) of the Code.
|
(m)
|
“Employee”
means any person employed by the Company or an Affiliate. Directors
who
are also employed by the Company or an Affiliate shall be considered
Employees under the Plan.
|
(n)
|
“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
|
(o)
|
“Exercise
Price” means the price at which an individual may purchase a share of
Common Stock pursuant to an Option.
|
(p)
|
“Fair
Market Value” means, when used in connection with the Common Stock on a
certain date, the final sales price of the Common Stock as reported
on the
Nasdaq stock market (or over-the-counter market) on such date, or
if the
Common Stock was not traded on such date, then on the day prior to
such
date or on the next preceding day on which the Common Stock was traded,
and without regard to after hours trading activity; provided, however,
that if the Common Stock is not reported on the Nasdaq stock market
(or
over the counter market), Fair Market Value shall mean the average
sale
price of all shares of Common Stock sold during the 30-day period
immediately preceding the date on which such stock option was granted,
and
if no shares of stock have been sold within such 30-day period, the
average sale price of
|
(q)
|
“Incentive
Stock Option” means a Stock Option granted under the Plan, that is
intended to meet the requirements of Section 422 of the
Code.
|
(r)
|
“Non-Statutory
Stock Option” means a Stock Option granted to an individual under the Plan
that is not intended to be and is not identified as an Incentive
Stock
Option, or an Option granted under the Plan that is intended to be
and is
identified as an Incentive Stock Option, but that does not meet the
requirements of Section 422 of the
Code.
|
(s)
|
“OTS”
means the Office of Thrift
Supervision.
|
(t)
|
“Option”
or “Stock Option” means an Incentive Stock Option or a Non-Statutory Stock
Option, as applicable.
|
(u)
|
“Outside
Director” means a member of the Board(s) of Directors of the Company or an
Affiliate who is not also an
Employee.
|
(v)
|
“Participant”
means an Employee or Outside Director who is granted an Award pursuant
to
the terms of the Plan.
|
(w)
|
“Plan”
means this United Financial Bancorp, Inc. 2006 Stock-Based Incentive
Plan.
|
(x)
|
“Restricted
Stock” means shares of Common Stock that may be granted under the Plan
that are subject to forfeiture until satisfaction of the conditions
of
their grant.
|
(y)
|
“Restricted
Stock Award” means an Award of shares of Restricted Stock granted to an
individual pursuant to Section 6(c) of the
Plan.
|
(z)
|
“Retirement”
means retirement from employment or service on or after any of the
following: (i) the attainment of age 65 by an Employee or Outside
Director; (ii) the attainment of age 55 and the completion of 15
years of
employment or service as an Employee or Outside Director; or (iii)
the
completion of 25 years of employment or service as an Employee or
Outside
Director; provided, however, that unless the Committee specifies
otherwise, an Employee who is also a member of the Board of Directors,
shall not be deemed to have retired until both service as an Employee
and
as a member of the Board of Directors has ceased. An Outside Director
will
be deemed to have retired under the provisions of this Plan only
if the
Outside Director has terminated service on the Board(s) of Directors
of
the Company and any Affiliate in accordance with applicable Company
policy, following the provision of written notice to such Board(s)
of
Directors of the Outside Director’s intention to
retire.
|
(aa)
|
“Stock
Appreciation Right” means the right, as defined in Section 6(b), that
may be granted to a Participant in tandem with the grant of a Stock
Option.
|
(i)
|
select
the individuals who are to receive grants of Awards under the
Plan;
|
(ii)
|
determine
the type, number, vesting requirements and other features and conditions
of Awards made under the Plan;
|
(iii)
|
interpret
the Plan and Award Agreements (as defined below);
and
|
(iv)
|
make
all other decisions related to the operation of the
Plan.
|
(i)
|
the
type of Award granted;
|
(ii)
|
the
Exercise Price for any Option;
|
(iii)
|
the
number of shares or rights subject to the
Award;
|
(iv)
|
the
expiration date of the Award;
|
(v)
|
the
manner, time and rate (cumulative or otherwise) of exercise or
vesting of
the Award; and
|
(vi)
|
the
restrictions, if any, placed on the Award, or upon shares which
may be
issued upon the exercise or vesting of the
Award.
|
(i)
|
Subject
to adjustment pursuant to Section 9 hereof, the maximum number of
shares of Common Stock that may be delivered pursuant to Stock Options
granted under this Plan is 843,093 shares. The maximum aggregate
number of
shares of Common Stock that may be issued pursuant to the exercise
of
Incentive Stock Options is 843,093. The maximum number of Stock Options
that may be awarded to any Employee is 252,927 Stock Options. For
these
purposes, only the net number of shares issued pursuant to the exercise
of
a Stock Option are counted against the maximum number of
shares.
|
(ii)
|
Subject
to adjustment pursuant to Section 9 hereof, the maximum number of
shares of Common Stock that may be delivered pursuant to Restricted
Stock
Awards granted under this Plan is 337,237
shares.
|
(i)
|
Exercise
Price.
The Exercise Price shall not be less than one hundred percent (100%)
of
the Fair Market Value of the Common Stock on the date of
grant.
|
(ii)
|
Terms
of Options.
In no event may an individual exercise an Option, in whole or in
part,
more than ten (10) years from the date of
grant.
|
(iii)
|
Non-Transferability.
Unless otherwise determined by the Committee, an individual may not
transfer, assign, hypothecate, or dispose of an Option in any manner,
other than by will or the laws of intestate succession. The Committee
may,
however, in its sole discretion, permit the transfer or assignment
of a
Non-Statutory Stock Option, if it determines that the transfer or
assignment is for valid estate planning purposes and is permitted
under
the Code and Rule 16b-3 of the Exchange Act. For purposes of this
Section
6(a), a transfer for valid estate planning purposes includes, but
is not
limited to, transfers:
|
(1)
|
to
a revocable inter vivos trust, as to which an individual is both
settlor
and trustee;
|
(2)
|
for
no consideration to: (a) any member of the individual’s Immediate Family;
(b) a trust solely for the benefit of members of the individual’s
Immediate Family; (c) any partnership whose only partners are members
of
the individual’s Immediate Family; or (d) any limited liability
corporation or other corporate entity whose only members or equity
owners
are members of the individual’s Immediate
Family.
|
(3)
|
For
purposes of this Section, “Immediate Family” includes, but is not
necessarily limited to, a Participant’s parents, grandparents, spouse,
children, grandchildren, siblings (including half brothers and sisters),
and individuals who are family members by adoption. Nothing contained
in
this Section shall be construed to require the Committee to give
its
approval to any transfer or assignment of any Non-Statutory Stock
Option
or portion thereof, and approval to transfer or assign any Non-Statutory
Stock Option or portion thereof does not mean that such approval
will be
given with respect to any other Non-Statutory Stock Option or portion
thereof. The transferee or assignee of any Non-Statutory Stock Option
shall be subject to all of the terms and conditions applicable to
such
Non-Statutory Stock Option immediately prior to the transfer or assignment
and shall be subject to any other conditions prescribed by the Committee
with respect to such Non-Statutory Stock
Option.
|
(1)
|
If
an Employee owns or is treated as owning, for purposes of Section
422 of
the Code, Common Stock representing more than ten percent (10%) of
the
total combined voting securities of the Company at the time the Committee
grants the Incentive Stock Option (a “10% Owner”), the Exercise Price
shall not be less than one hundred ten percent (110%) of the Fair
Market
Value of the Common Stock on the date of
grant.
|
(2)
|
An
Incentive Stock Option granted to a 10% Owner shall not be exercisable
more than five (5) years from the date of
grant.
|
(3)
|
To
the extent the aggregate Fair Market Value of shares of Common Stock
with
respect to which Incentive Stock Options are exercisable for the
first
time during any calendar year under the Plan or any other stock option
plan of the Company, exceeds $100,000, or such higher value as may
be
permitted under Section 422 of the Code, Incentive Stock Options
in excess
of the $100,000 limit shall be treated as Non-Statutory Stock Options.
Fair Market Value shall be determined as of the date of grant for
each
Incentive Stock Option.
|
(4)
|
Each
Award Agreement for an Incentive Stock Option shall require the individual
to notify the Committee within ten (10) days of any disposition of
shares
of Common Stock under the circumstances described in Section 421(b)
of the
Code (relating to certain disqualifying
dispositions).
|
(i)
|
Grants
of Stock.
Restricted Stock Awards may only be granted in whole shares of Common
Stock.
|
(ii)
|
Non-Transferability.
Except to the extent permitted by the Code, the rules promulgated
under
Section 16(b) of the Exchange Act or any successor statutes or
rules:
|
(1)
|
The
recipient of a Restricted Stock Award grant shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the grant
until
full vesting of such shares has occurred. For purposes of this section,
the separation of beneficial ownership and legal title through the
use of
any “swap” transaction is deemed to be a prohibited
encumbrance.
|
(3)
|
If
the recipient of a Restricted Stock Award is subject to the provisions
of
Section 16 of the Exchange Act, shares of Common Stock subject to
the
grant may not, without the written consent of the Committee (which
consent
may be given in the Award Agreement), be sold or otherwise disposed
of
within six (6) months following the date of
grant.
|
(iii)
|
Issuance
of Certificates.
The Company shall cause to be issued a stock certificate evidencing
such
shares, registered in the name of the Participant to whom the Restricted
Stock Award was granted; provided, however, that the Company may
not cause
a stock certificate to be issued unless it has received a stock power
duly
endorsed in blank with respect to such shares. Each stock certificate
shall bear the following legend:
|
(iv)
|
Treatment
of Dividends.
Participants are entitled to all dividends and other distributions
declared and paid on all shares of Common Stock subject to a Restricted
Stock Award, from and after the date such shares are awarded or from
and
after such later date as may be specified by the Committee in the
Award
Agreement, and the Participant shall not be required to return any
such
dividends or other distributions to the Company in the event of forfeiture
of the Restricted Stock Award.
|
(v)
|
Voting
of Restricted Stock Awards.
Participants who are granted Restricted Stock Awards may vote all
unvested
shares of Common Stock subject to their Restricted Stock
Awards.
|
(i)
|
cash,
check payable to the order of the Company, or electronic funds
transfer;
|
(ii)
|
the
delivery of previously owned shares of Common
Stock;
|
(iii)
|
reduction
in the number of shares otherwise deliverable pursuant to the Award;
or
|
(iv)
|
subject
to such procedures as the Committee may adopt, pursuant to a “cashless
exercise” with a third party who provides financing for the purposes of
(or who otherwise facilitates) the purchase or exercise of
Awards.
|
(i)
|
proportionately
adjust any or all of: (1) the number and type of shares of Common
Stock
(or other securities) that thereafter may be made the subject of
Awards
(including the specific Share Limits, maximums and numbers of shares
set
forth elsewhere in this Plan); (2) the number, amount and type of
shares
of Common Stock (or other securities or property) subject to any
or all
outstanding Awards; (3) the grant, purchase, or Exercise Price of
any or
all outstanding Awards; (4) the securities, cash or other property
deliverable upon exercise or payment of any outstanding Awards; or
(5) the performance standards applicable to any outstanding Awards;
or
|
(ii)
|
make
provision for a cash payment or for the assumption, substitution
or
exchange of any or all outstanding Awards, based upon the distribution
or
consideration payable to holders of the Common
Stock.
|
(i)
|
require
the Participant (or the Participant’s personal representative or
beneficiary, as the case may be) to pay or provide for payment of
at least
the minimum amount of any taxes which the Company may be required
to
withhold with respect to such Award or payment;
or
|
(ii)
|
deduct
from any amount otherwise payable in cash to the Participant (or
the
Participant’s personal representative or beneficiary, as the case may be)
the minimum amount of any taxes which the Company may be required
to
withhold with respect to such cash
payment.
|
(i)
|
Termination;
Amendment.
Subject to applicable laws and regulations, the Board of Directors
may, at
any time, terminate or, from time to time, amend, modify or suspend
this
Plan, in whole or in part; provided, however, that no amendment may
have
the effect of repricing Options. No Awards may be granted during
any
period that the Board of Directors suspends this
Plan.
|
(ii)
|
Stockholder
Approval.
Any amendment to this Plan shall be subject to stockholder approval
to the
extent then required by applicable law or any applicable listing
agency or
required under Sections 162, 422 or 424 of the Code to preserve the
intended tax consequences of this Plan, or deemed necessary or advisable
by the Board.
|
(iii)
|
Limitations
on Amendments to Plan and Awards.
No amendment, suspension or termination of this Plan or change affecting
any outstanding Award shall, without the written consent of the
Participant, affect in any manner materially adverse to the Participant
any rights or benefits of the Participant or obligations of the Company
under any Award granted under this Plan prior to the effective date
of
such change. Changes, settlements and other actions contemplated
by
Section 9 shall not be deemed to constitute changes or amendments for
purposes of this
Section 10(f).
|
(i)
|
Governing
Law.
This Plan, the Awards, all documents evidencing Awards and all other
related documents shall be governed by, and construed in accordance
with,
the laws of the Commonwealth of Massachusetts, except to the extent
that
federal law shall apply.
|
(ii)
|
Federal
Regulations.
This Plan is subject to the requirements of 12 C.F.R. Part 575.
Notwithstanding any other provision in this Plan, no shares of Common
Stock shall be issued with respect to any Award to the extent that
such
issuance would cause the Company’s mutual holding company to fail to
qualify as a mutual holding company under applicable federal
regulations.
|
(iii)
|
Severability.
If a court of competent jurisdiction holds any provision invalid
and
unenforceable, the remaining provisions of this Plan shall continue
in
effect.
|
(iv)
|
Plan
Construction; Rule 16b-3.
It is the intent of the Company that the Awards and transactions
permitted
by Awards be interpreted in a manner that, in the case of Participants
who
are or may be subject to Section 16 of the Exchange
Act,
|
ATTEST:
|
UNITED
FINANCIAL BANCORP, INC.
|
|
Secretary
|
ý PLEASE
MARK VOTES
AS
IN
THIS EXAMPLE
|
REVOCABLE
PROXY
UNITED
FINANCIAL BANCORP, INC.
|
For
|
With-
hold
|
For
All
Except
|
|||
ANNUAL
MEETING OF STOCKHOLDERS
JULY
20, 2006
|
1. The
election as Directors of all nominees listed below, each to serve
for a
three-year term.
|
o
|
o
|
o
|
|
|
|||||
The
undersigned hereby appoints the official proxy committee consisting
of the
Board of Directors with full powers of substitution to act as
attorneys
and proxies for the undersigned to vote all shares of Common
Stock of
United Financial Bancorp, Inc. (the “Company”) which the undersigned is
entitled to vote at the Annual Meeting of Stockholders (“Annual Meeting”)
to be held at the Springfield Marriott, 2 Boland Way, Springfield,
Massachusetts 01115 on July 20, 2006, at 10:00 a.m. The official
proxy
committee is authorized to cast all votes to which the undersigned
is
entitled as follows:
|
Kevin
E. Ross
Robert
A. Stewart, Jr.
Thomas
H. Themistos
INSTRUCTION:To withhold authority to vote for any individual - nominee, mark “For All Except”and write that nominee’s name in the space provided below. |
||||
For
|
Against
|
Abstain
|
|||
2. The
approval of the 2006 United Financial Bancorp, Inc. Stock-Based
Incentive
Plan.
|
o
|
o
|
o
|
||
|
|||||
3. The
ratification of the appointment of Grant Thornton
LLP as independent registered public accounting firm for the Company
for
the year ending December 31, 2006.
|
o
|
o
|
o
|
||
The
Board of Directors recommends a vote “FOR” Proposals 1, 2 and
3.
|
|||||
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. IF ANY OTHER
BUSINESS
IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED
AS DIRECTED
BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME,
THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL
MEETING.
|
Please
be sure to sign and date
this Proxy in the box below |
Date | ||
Stockholder
sign above
|
Co-holder
(if any) sign
above)
|
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should
the above-signed be present and elect to vote at the Annual Meeting
or at
any adjournment thereof and after notification to the Secretary
of the
Company at the Annual Meeting of the stockholder’s decision to terminate
this proxy, then the power of said attorneys and proxies shall
be deemed
terminated and of no further force and effect. This proxy may also
be
revoked by sending written notice to the Secretary of the Company
at the
address set forth on the Notice of Annual Meeting of Stockholders,
or by
the filing of a later proxy prior to a vote being taken on a particular
proposal at the Annual Meeting.
The
above-signed acknowledges receipt from the Company prior to the
execution
of this proxy of notice of the Annual Meeting, a proxy statement
dated
June 12, 2006 and audited financial statements.
Please
sign exactly as your name appears on this card. When signing as
attorney,
executor, administrator, trustee or guardian, please give your
full
title.
Please
complete and date this proxy and return it promptly
in
the enclosed postage-prepaid
envelope.
|