S-8

As filed with the Securities and Exchange Commission on May 23, 2012

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FRATERNITY COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	27-3683448
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

764 Washington Boulevard

Baltimore, Maryland 21230

(410) 539-1313

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan

(Full title of the plan)

Copies to:

Thomas K. Sterner	Joel E. Rappoport, Esq.
Chairman of the Board, Chief Executive Officer	Thomas P. Hutton, Esq.
and Chief Financial Officer	Kilpatrick Townsend & Stockton LLP
Fraternity Community Bancorp, Inc.	607 14th Street, NW, Suite 900
764 Washington Boulevard	Washington, DC 20005
Baltimore, Maryland 21230	(202) 508-5800
(410) 539-1313
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 126-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock $0.01 par value	222,180 (2)	$10.50	$2,332,890.00	$268.00

(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares to be issued pursuant to the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “Plan”) as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Fraternity Community Bancorp, Inc., as permitted by Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Represents the shares which may be issued upon the exercise of options to purchase shares of Fraternity Community Bancorp, Inc. common stock to be granted under the Plan and shares which will be distributed upon the vesting of restricted stock awards.

(3) Estimated solely for the purpose of computing the registration fee. In accordance with Rule 457(c) and (h) under the Securities Act, the maximum offering price per share is based on the average of the high and the low prices reported on May 21, 2012 for the shares that may be issued upon the exercise of options or vesting of awards to be granted under the Plan.

This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R. §230.462.

FRATERNITY COMMUNITY BANCORP, INC.

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 (Plan Information) and 2 (Registrant Information and Employee Plan Annual Information). The document containing the information for the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Said document need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424, in reliance on Rule 428. Said document and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed or to be filed by Fraternity Community Bancorp, Inc. (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, which contains the audited consolidated statements of financial condition of the Registrant and subsidiary as of December 31, 2011 and 2010 and the consolidated statements of operations, statements of changes in stockholders’ equity and statements of cash flows for the years ended December 31, 2011 and 2010. The Form 10-K was filed on March 27, 2012 (File No. 00-54271).

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed on May 15, 2012.

(c) The description of the Registrant’s common stock contained in Registrant’s Form 8-A12G, as filed with the SEC on February 10, 2011 pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated under the Exchange Act.

(d) The Registrant’s Current Reports on Form 8-K (other than those portions furnished under items 2.02, 7.01 and 9.01 of the Form 8-K) filed with the SEC on May 17, 2012.

(e) All documents filed by the Registrant pursuant to Sections 13(a), 12(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference to this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that the Corporation is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, unless, and only to the extent, specified in any Current Report on Form 8-K.

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4. Description of Securities

The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

The Articles of Incorporation of Fraternity Community Bancorp, Inc. provide as follows:

NINTH: The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

Item 7. Exemption from Registration Claimed

None.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).

List of Exhibits (filed herewith unless otherwise noted):

3.1	Articles of Incorporation of Fraternity Community Bancorp, Inc.1
3.2	Bylaws of Fraternity Community Bancorp, Inc.2
5.0	Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the common stock to be issued
23.1	Consent of Kilpatrick Townsend & Stockton LLP (contained in the opinion included as Exhibit 5.0)
23.2	Consent of Stegman & Company
24.0	Power of Attorney (contained on the signature page)
99.1	Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan3
99.2	Form of Equity Incentive Plan Award Agreements

¹  Incorporated by reference to Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1 (File No. 333-170215) filed with the SEC on October 29, 2010.

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²  Incorporated by reference to Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1 (File No. 333-170215) filed with the SEC on October 29, 2010.

³  Incorporated herein by reference to Appendix A in the definitive proxy statement for the 2012 annual meeting of stockholders (File No. 110-54271) filed with the SEC on April 11, 2012.

Item 9. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, That Paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of the issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, Fraternity Community Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on this 23rd day of May, 2012.

FRATERNITY COMMUNITY BANCORP, INC.
By	/s/ Thomas K. Sterner
	Thomas K. Sterner
	Chairman of the Board, Chief Executive Officer and Chief Financial Officer
	(principal executive officer)

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below (other than Mr. Sterner) constitutes and appoints Thomas K. Sterner, as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Thomas K. Sterner	Chairman of the Board, Chief Executive	May 23, 2012
Thomas K. Sterner	Officer and Chief Financial Officer
	(principal executive officer and
	principal accounting and financial officer)
/s/ William J. Baird, Jr.	Director	May 23, 2012
William J. Baird, Jr.
/s/ William D. Norton	Director	May 23, 2012
William D. Norton
/s/ Michael O’Shea	Director	May 23, 2012
Michael P. O’Shea
/s/ Richard C. Schultze	President, Chief Operating Officer	May 23, 2012
Richard C. Schultze	and Director

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
3.1	Articles of Incorporation of Fraternity Community Bancorp, Inc.	Incorporated by reference.
3.2	Bylaws of Fraternity Community Bancorp, Inc.	Incorporated by reference.
5.0	Opinion of Kilpatrick Townsend & Stockton LLP	Filed herewith.
23.1	Consent of Kilpatrick Townsend & Stockton LLP	Contained in the opinion included as Exhibit 5.0.
23.2	Consent of Stegman & Company	Filed herewith.
24.0	Power of Attorney	Located on the signature page.
99.1	Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan	Incorporated by reference.
99.2	Form of Equity Incentive Plan Award Agreements	Filed herewith.

EX-5.0

Exhibit 5.0

[KILPATRICK TOWNSEND & STOCKTON LLP]	Suite 900 607 14th St., NW Washington DC 20005-2018 t 202 508 5800 f 202 508 5858
May 23, 2012	direct dial 202 508 5820 direct fax 202 204 5620 jrappoport@kilpatricktownsend.com

Fraternity Community Bancorp, Inc.

764 Washington Boulevard

Baltimore, Maryland 21230

Re: Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan

Board Members:

We have been requested by Fraternity Community Bancorp, Inc., a Maryland corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement on Form S-8 (the “Registration Statement”) covers 222,180 shares of common stock which may be issued upon (i) the exercise of options to purchase shares of such common stock to be granted under the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “Equity Plan”) or (ii) the granting of stock awards to be granted under the Equity Plan.

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Maryland law, it is our opinion that the shares reserved for issuance and distribution under the Equity Plan are duly authorized, and that, with respect to the shares issuable upon the exercise of stock options to be granted under the Equity Plan, upon payment for such shares, and, with respect to the issuance of shares upon the granting of stock awards to be granted under the Equity Plan, upon issuance of such shares in the manner described in the Equity Plan, all such shares will be validly issued, fully paid and nonassessable.

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein or omitted therefrom.

Fraternity Community Bancorp, Inc.

May 23, 2012

Page 2

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,
KILPATRICK TOWNSEND & STOCKTON LLP
By:	/s/ Joel E. Rappoport
	Joel E. Rappoport, a Partner

EX-23.2

[LETTERHEAD OF STEGMAN & COMPANY]

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Fraternity Community Bancorp, Inc. of our report, dated March 19, 2012, related to the consolidated statements of financial condition of Fraternity Community Bancorp, Inc. and Subsidiary as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2011, which report appears in the Annual Report on Form 10-K for the Year Ended December 31, 2011 of Fraternity Community Bancorp, Inc.

/s/ Stegman & Company

Baltimore, Maryland

May 23, 2012

EX-99.2

Exhibit 99.2

FORM OF

RESTRICTED STOCK AWARD AGREEMENT

FOR THE FRATERNITY COMMUNITY BANCORP, INC. 2012 EQUITY INCENTIVE PLAN

This Award Agreement is provided to [name] (the “Participant”) by Fraternity Community Bancorp, Inc. (the “Company”) as of [date] (the “Grant Date”), the date the [Compensation Committee] of the Board of Directors (the “Committee”) awarded the Participant a Restricted Stock Award pursuant to the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

1.	Number of Shares Subject to Your Restricted Stock Award:	[number] shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
2.	Grant Date:	[date]

Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions hereof will expire on the following dates and the Shares will be distributed; provided that the Participant is still employed by or in service with the Company or any of its subsidiaries:

Percentage of Grant Vesting		Number of Shares Vesting	Date
	%
	%
	%
	%
	%

IN WITNESS WHEREOF, Fraternity Community Bancorp, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	FRATERNITY COMMUNITY BANCORP, INC.
	By:
		On behalf of the [Compensation Committee]
Accepted by Participant:
[Name]
Date

TERMS AND CONDITIONS

1. Grant of Shares. The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan.

2. Restrictions. The unvested Shares underlying your Restricted Stock Award (the “Restricted Shares”) are subject to the following restrictions until they expire or terminate.

(a) Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.

(b) If your employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2012 Plan.

(c) Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement.

3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):

(a) If applicable, as to the percentages of the Shares specified in the vesting schedule on page 1 of this Award Agreement, on the respective dates specified in the vesting schedule on page 1; provided you are then still employed by or in the service of the Company or an Affiliate; or

(b) Upon termination of your employment by reason of death or Disability; or

(c) Upon a Change in Control.

4. Delivery of Shares. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings (if any), unless the Compensation Committee elects to pay out the accumulated dividends and earnings prior to vesting), will be distributed in accordance with your instructions.

5. Voting and Dividend Rights. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares and you will no longer be entitled to receive dividends on the Shares.

6. Changes in Capital Structure. Upon the occurrence of a corporate event (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), your Restricted Stock Award will be adjusted as necessary to preserve the benefits or potential benefits of the Restricted Stock Award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award Agreement will automatically be adjusted proportionately.

7. No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to continue in the employ or service of the Company or any Affiliate.

8. Payment of Taxes. You may make an election to be taxed upon your Restricted Stock Award under Section 83(b) of the Internal Revenue Code within 30 days of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Restricted Stock Award the Committee is entitled to require as a condition of

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delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (i.e., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2012 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 of the Securities Exchange Act of 1934 or any amendments or successive rules. Outside Directors of the Company are self-employed and not currently subject to tax withholding.

9. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.

10. Severability. If any one or more of the provisions contained in this Award Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement.

11. Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Fraternity Community Bancorp, Inc.

764 Washington Boulevard

Baltimore, Maryland 21230

Attn: [                    ]

or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.

12. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

13. Forfeiture. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2012 Plan to which you would otherwise be entitled will be revoked.

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FORM OF

NON-STATUTORY STOCK OPTION AWARD AGREEMENT

FOR THE FRATERNITY COMMUNITY BANCORP, INC. 2012 EQUITY INCENTIVE PLAN

This Award Agreement is provided to [name] (the “Participant”) by Fraternity Community Bancorp, Inc. (the “Company”) as of [date] (the “Grant Date”), the date the [Compensation Committee] of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

1.	Option Grant:	You have been granted a Non-Statutory Stock Option (referred to in this Award Agreement as your “Option”). Your Option is not intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
2.	Number of Shares Subject to Your Option:	[number] shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
3.	Grant Date:	[date]
4.	Exercise Price:	You may purchase Shares covered by your Option at a price of [amount] per share.

Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the Options shall vest (become exercisable) in accordance with the following schedule:

Continuous Status as a Participant After Grant Date		Percentage of Option Vested		Shares Becoming Available for Exercise	Vesting Date
	Less than      year		%
	year		%
	years		%
	years		%
	years		%
	years		%

IN WITNESS WHEREOF, Fraternity Community Bancorp, Inc., acting by and through the Committee, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	FRATERNITY COMMUNITY BANCORP, INC.
Accepted by Participant:	By:
		On behalf of the [Compensation Committee]
[Name]
Date

TERMS AND CONDITIONS

1. Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan.

2. Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

(a) Upon your death or Disability during your Continuous Status as a Participant; or

(b) Upon a Change in Control.

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.

(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.

(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2012 Plan) may exercise your Option.

(d) At the end of the remaining original term of the Option if your employment is involuntarily terminated other than for “cause” (as determined by the Committee) within twelve (12) months of a Change in Control.

The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant you held prior to such termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

4. Exercise of Option. You may exercise your Option by providing:

(a) a written notice of intent to exercise to [name] at the address and in the form specified by the Committee from time to time; and

(b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for the Shares can be made in cash, Company common stock (“stock swap”), a combination of cash and Company common stock, by means of a cashless exercise (if permitted by the Committee), or a reduction in the number of shares deliverable pursuant to the Award (if permitted by the Committee).

5. Beneficiary Designation. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights under the 2012 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2012 Plan is subject to all terms and conditions of this Award Agreement and the 2012 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. You may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company.

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6. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment taxes (i.e., FICA and FUTA). Outside Directors of the Company are self-employed and are not currently subject to tax withholding.

7. Limitation of Rights. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights as a shareholder of the Company unless and until the Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.

8. Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2012 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.

9. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the 2012 Plan and the provisions of this Award Agreement, the provisions of the 2012 Plan will control.

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

11. Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in this Award Agreement.

12. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Fraternity Community Bancorp, Inc.

764 Washington Boulevard

Baltimore, Maryland 21230

Attn: [                    ]

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

13. Stock Reserve. The Company shall at all times during the term of this Award Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Award Agreement.

14. Forfeiture. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject you to disciplinary action up to and including termination of employment. In addition, any equity-based compensation, as provided by the 2012 Plan to which you would otherwise be entitled will be revoked.

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FORM OF

INCENTIVE STOCK OPTION AWARD AGREEMENT

FOR THE FRATERNITY COMMUNITY BANCORP, INC. 2012 EQUITY INCENTIVE PLAN

This Award Agreement is provided to [name] (the “Participant”) by Fraternity Community Bancorp, Inc. (the “Company”) as of [date] (the “Grant Date”), the date the [Compensation Committee] of the Board of Directors (the “Committee”) granted the Participant the right and option to purchase Shares pursuant to the Fraternity Community Bancorp, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), subject to the terms and conditions of the 2012 Plan and this Award Agreement:

1.	Option Grant:	You have been granted an Incentive Stock Option (referred to in this Award Agreement as your “Option”).
2.	Number of Shares Subject to Your Option:	[number] shares of Common Stock (“Shares”), subject to adjustment as may be necessary pursuant to Article 10 of the 2012 Plan.
3.	Grant Date:	[date]
4.	Exercise Price:	You may purchase Shares covered by your Option at a price of [amount] per share.

Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto), the Options shall vest (become exercisable) in accordance with the following schedule:

Continuous Status as a Participant After Grant Date		Percentage of Option Vested/ Number of Shares		Shares Becoming Available for Exercise	Vesting Date
	Less than      year		%
	year		%
	years		%
	years		%
	years		%
	years		%

In the event an option vests on a non-business day, it will be considered exercisable on the following business day.

IN WITNESS WHEREOF, Fraternity Community Bancorp, Inc., acting by and through the Board of Directors, has caused this Award Agreement to be executed as of the Grant Date set forth above.

	FRATERNITY COMMUNITY BANCORP, INC.
Accepted by Participant:	By:
		On behalf of the [Compensation Committee]
[Name]
Date

TERMS AND CONDITIONS

1. Grant of Option. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2012 Plan. The Company intends this grant to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2. Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

(a) Upon your death or Disability during your Continuous Status as a Participant; or

(b) Upon a Change in Control.

3. Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:

(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than your death or Disability.

(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.

(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2012 Plan) may exercise your Option.

(d) At the end of the remaining original term of the Option, if your employment is terminated other than for “cause” (as determined by the Committee) within twelve (12) months of a Change in Control. Options exercised more than three (3) months after your termination date will be treated as Non-Statutory Stock Options for tax purposes.

The Compensation Committee of the Board of Directors (the “Committee”) may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant that you held prior to termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.

4. Exercise of Option. You may exercise your Option by providing:

(a) a written notice of intent to exercise to [name] at the address and in the form specified by the Committee from time to time; and

(b) payment to the Company in full for the Shares subject to the exercise (unless the exercise is a cashless exercise). Payment for such Shares can be made in cash, Company Common Stock (“stock swap”), a combination of cash and Company Common Stock, by means of “cashless exercise” (if permitted by the Committee), or a reduction in the number of shares deliverable pursuant to the Award (if permitted by the Committee).

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5. Beneficiary Designation. You may, in the manner determined by the Committee, designate a beneficiary to exercise your rights under the 2012 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the 2012 Plan is subject to all terms and conditions of this Award Agreement and the 2012 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment will be made to your estate. You may change or revoke a beneficiary designation at any time, provided the change or revocation is filed with the Company.

6. Withholding:

(a)	Exercise of Incentive Stock Option:	There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option (see Incentive Stock Option Holding Period), although the excess, if any, of the Fair Market Value of the shares of Common Stock on the date of exercise over the Exercise Price will be treated as income for alternative minimum tax (“AMT”) purposes and may subject you to AMT in the year of exercise. Please check with your tax advisor.
(b)	Disqualifying Disposition:	In the event of a disqualifying disposition (described below), you may be required to pay Fraternity Community Bancorp, Inc. or its Affiliates (based on the federal and state regulations in place at the time of exercise) an amount sufficient to satisfy all federal, state and local tax withholding.
(c)	Incentive Stock Option Holding Period:	In order to receive Incentive Stock Option tax treatment under Section 422 of the Code, you may not dispose of Shares acquired under an Incentive Stock Option Award (i) for two (2) years from the Date of Grant, and (ii) for one (1) year after the date you exercise your Incentive Stock Option. You must notify the Company within ten (10) days of an early disposition of Common Stock (i.e., a “disqualifying disposition”).

7. Limitation of Rights. This Option does not confer on you or your beneficiary any rights as a shareholder of the Company unless and until Shares are in fact issued in connection with the Option exercise. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your service at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.

8. Stock Reserve. The Company shall, at all times during the term of this Award Agreement, reserve and keep available a sufficient number of Shares to satisfy the requirements of this Award Agreement.

9. Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your rights or interests in this Option to or in favor of any party other than the Company or an Affiliate, and the Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer the Option, other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code, if such Section applied to an Option under the 2012 Plan. Only you or a permitted transferee may exercise the Option during your lifetime.

10. Plan Controls. The terms contained in the 2012 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2012 Plan. In the event of any actual or alleged conflict between the provisions of the 2012 Plan and the provisions of this Award Agreement, the provisions of the 2012 Plan will control.

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11. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2012 Plan.

12. Severability. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included in the Award Agreement.

13. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Fraternity Community Bancorp, Inc.

764 Washington Boulevard

Baltimore, Maryland 21230

Attn: [                    ]

or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, then currently on file with the Company, or to any other address that you provide in a written notice to the Company.

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