Maryland
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30-0870244
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Mr. Craig L. Montanaro
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Lawrence M.F. Spaccasi, Esquire
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President and Chief Executive Officer
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Marc P. Levy, Esquire
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Kearny Financial Corp.
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Luse Gorman, PC
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120 Passaic Avenue
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5335 Wisconsin Ave., N.W., Suite 780
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Fairfield, New Jersey 07004
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Washington, DC 20015-2035
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(973) 244-4500
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(202) 274-2000
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(Name, Address and Telephone
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||
Number of Agent for Service)
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Large accelerated filer ⌧
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Accelerated filer ◻
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Non-accelerated filer ◻
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Smaller reporting company◻
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Emerging growth company ◻
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Title of
Securities
to be
Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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7,500,000(1)
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$13.23(2)
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$99,225,000
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$9,199
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(1)
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Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Kearny Financial Corp. 2021 Equity Incentive Plan (the
“2021 Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Kearny Financial Corp. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as
amended (the “Securities Act”).
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(2)
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Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.
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Regulation S-K
Exhibit Number
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Document
|
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Regulation S-K
Exhibit Number
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Document
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KEARNY FINANCIAL CORP.
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By:
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/s/ Craig L. Montanaro |
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Craig L. Montanaro
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||
President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
|
Title
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Date
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||
/s/ Craig L. Montanaro |
President, Chief Executive Officer and Director
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November 19, 2021
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Craig L. Montanaro
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(Principal Executive Officer)
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/s/ Keith Suchodolski
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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November 19, 2021
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Keith Suchodolski
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||||
/s/ John J. Mazur, Jr. |
Chairman and Director
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November 19, 2021
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John J. Mazur, Jr.
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Signatures
|
Title
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Date
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||
Director
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||||
Theodore J. Aanensen
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||||
Director
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||||
Raymond E. Chandonnet
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||||
/s/ John N. Hopkins |
Director
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November 19, 2021
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John N. Hopkins
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||||
Director
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||||
Catherine A. Lawton
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||||
Director
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||||
Joseph P. Mazza
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||||
/s/ John F. McGovern |
Director
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November 19, 2021
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||
John F. McGovern
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||||
/s/ Leopold W. Montanaro |
Director
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November 19, 2021
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Leopold W. Montanaro
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||||
/s/ Christopher Petermann |
Director
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November 19, 2021
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||
Christopher Petermann
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||||
/s/ Charles J. Pivirotto |
Director
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November 19, 2021
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||
Charles J. Pivirotto
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||||
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/s/ John F. Regan |
Director
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November 19, 2021
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John F. Regan
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||||
Re: |
Kearny Financial Corp. - Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC |
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LUSE GORMAN, PC
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1.
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Name of Participant:__________________________ |
2.
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Date of Grant:__________________________ |
3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock
Award:______(subject to adjustment pursuant to Section 9 hereof).
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4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first
becomes earned in accordance with the vesting schedule specified herein.
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Date
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Number of Shares Vesting
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5. | Grant of Restricted Stock Award. |
6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant within thirty (30) days after the Restricted
Stock Award vests. If the shares of Stock do not vest, the dividends held by the Company with respect to the Stock shall be forfeited by the Participant. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award
will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
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7. | Delivery of Shares. |
8. | Change in Control. |
8.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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9. | Adjustment Provisions. |
10. | Effect of Termination of Service on Restricted Stock Award. |
(i)
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Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all
shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason
of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested, at the date of Termination of Service.
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(iii)
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Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has
not vested as of the date of Termination of Service will expire and be forfeited. “Retirement” shall have the meaning set forth in Section 2.7(a) of the Plan.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock
granted to a Participant that has not vested will expire and be forfeited.
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(iv)
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Other Termination. If a Participant terminates Service for any reason other than due to death, Disability,
Involuntary Termination at or following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
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11. | Miscellaneous. |
11.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
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11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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1. |
Name of Participant:___________________________
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2. |
Date of Grant: ____________, 20.___
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:
(subject to adjustment pursuant to Section 9 hereof). |
•
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This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under the tax laws, which means that up to $100,000 of Options that vest in any one calendar year
will be Incentive Stock Options (based on the exercise price of the Option).
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•
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Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this Agreement that vest in
a calendar year will be aggregated with any earlier Option grant you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a
prior Option Award, any Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Qualified Stock Options.
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4. |
Exercise price per share: $ _______
(subject to adjustment pursuant to Section 9 below) |
5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration
date.
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6. |
Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Option granted hereunder will vest (i.e., become exercisable) in accordance with the following
schedule:
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7. |
Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with
payment by cash or other means acceptable to the Committee, in accordance with Section 2.2(b) of the Plan.
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8. |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable
requirements of any securities exchange or similar entity.
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9. |
Adjustment Provisions.
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9. |
Accelerated Vesting and Exercisability Period.
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of the Option subject to this Agreement will vest and any
unexercised portion of the Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the Participant’s death.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any
unexercised portion of the Option may thereafter be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Termination of Service due to Disability.
|
(iii)
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Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option will
vest and any unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Participant’s Involuntary Termination of Service.
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(iv)
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Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, vested Options may be exercised for a period of one (1)
year from the date of Termination of Service. Options that have not vested will expire and be forfeited on the date of Termination of Service by reason of Retirement. “Retirement” shall have the meaning set forth in Section 2.7(a) of the
Plan.
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(v)
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Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this
Agreement that have not been exercised will immediately expire and be forfeited.
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(vi)
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Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death,
Disability, Involuntary Termination at or following a Change in Control or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and only for a period of three (3) months
following the termination.
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11. |
Miscellaneous.
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11.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established by the
Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an Incentive Stock Option as of the
day of the transfer.
|
11.4 |
Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2) years from the date of grant of the Option and
one (1) year from the date of exercise, whichever is later.
|
11.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey.
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11.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.
|
11.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
|
___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___ |
My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*
|
___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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1. |
Name of Participant:__________________
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2. |
Date of Grant: __________, 20 .
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3.
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Total number of shares of Company
common stock, $0.01 par value per share, that may be acquired pursuant to this Option:________
(subject to adjustment pursuant to Section 9 hereof). |
•
|
This is a Non-Qualified Stock Option.
|
4. |
Exercise price per share: $
_______
(subject to adjustment pursuant to Section 9 below)
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5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration date.
|
6. |
Vesting Schedule. Unless sooner vested in accordance with the
terms of the Plan and this Agreement, the Option granted hereunder will vest (i.e., become exercisable) in accordance with the following schedule:
|
7. |
Exercise Procedure and Delivery of Notice of Exercise of Option.
This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option”
attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, in
accordance with Section 2.2(b) of the Plan.
|
8. |
Delivery of Shares. Delivery of shares of Stock upon the exercise
of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.
|
9. |
Adjustment Provisions.
|
10. |
Accelerated Vesting and Exercisability Period.
|
(i)
|
Death. In the event of the Participant’s
Termination of Service by reason of death, any unvested portion of the Option subject to this Agreement will vest and any unexercised portion of the Option may thereafter be exercised by the Participant’s legal representative or beneficiaries
for a period of one (1) year from the Participant’s death.
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(ii)
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Disability. In the event of the
Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any unexercised portion of the Option may thereafter be exercised by the Participant or the Participant’s legal
representative for a period of one (1) year following the Termination of Service due to Disability.
|
(iii)
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Change in Control. In the event of the
Participant’s Involuntary Termination at or following a Change in Control, any unvested portion of the Option will vest and any unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative
for a period of one (1) year following the Participant’s Involuntary Termination.
|
(iv)
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Retirement. In the event of the
Participant’s Termination of Service by reason of the Participant’s Retirement, vested Options may be exercised for a period of one (1) year from the date of Termination of Service. Options that have not vested will expire and be forfeited on
the date of Termination of Service by reason of Retirement. “Retirement” shall have the meaning set forth in Section 2.7(a) of the Plan.
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(v)
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Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised will immediately
expire and be forfeited.
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(vi) |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Involuntary Termination at or following a Change in Control or for Cause,
this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and only for a period of three (3) months following the termination.
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11. |
Miscellaneous.
|
11.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of
such rights.
|
11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
11.3 |
At the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that transfers will be
limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that the transfers are not made for consideration to
the Participant.
|
11.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey.
|
11.5 |
This Option will be subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company.
|
11.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.
|
11.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
|
___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
___ |
My check in the sum of $_______ and stock of the Company with a fair market
value of $______, in full/partial payment of the purchase price.*
|
___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum
required tax withholding).
|
___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
|
1.
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Name of Participant: ___________________________
|
2.
|
Date of Grant: ___________________________
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award:______
(subject to adjustment pursuant to Section 9 hereof). |
4.
|
Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes
earned in accordance with the vesting schedule specified in Exhibit A attached to this Agreement. The Participant must be employed as of the applicable [DATE] following the applicable fiscal year end to vest and to receive the number of
shares calculated in accordance with this Agreement and Exhibit A.
|
5. |
Grant of Restricted Stock Award.
|
6. |
Terms and Conditions.
|
6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
|
6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be delayed and distributed to the Participant within thirty (30) days after the Restricted Stock
Award vests. If the shares of Stock do not vest, the dividends held by the Company with respect to the Stock shall be forfeited by the Participant. No dividend will be paid with respect to any Restricted Stock Award subject to
performance-based vesting conditions unless and until the Participant vests in such Restricted Stock Award. Upon vesting of Restricted Stock granted as a Performance Award, any cash dividends declared but not paid tot the Participant during
the vesting period shall be paid, without interest, within thirty (30) days after the vesting date. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at
the same time as the shares of Restricted Stock from which said dividends were derived.
|
7. |
Delivery of Shares.
|
8. |
Change in Control.
|
8.1 |
In the event of an Involuntary Termination at or following a Change in Control, a prorated portion of any Performance Awards will vest based on actual performance measured as of the most recent completed fiscal
quarter. If actual performance cannot be determined, a prorated portion of the Performance Awards will vest at the target performance level. The pro-rata portion will be calculated based on a number of months worked during the performance
period as a percentage of the total performance period.
|
8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
|
9. |
Adjustment Provisions.
|
10. |
Effect of Termination of Service on Restricted Stock Award.
|
(i)
|
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Awards will vest, pro rata, by multiplying
(i) the number of Awards that would be obtained based on achievement at target (or if actual achievement of the performance measures is greater than the target level, at such actual achievement level) as of the date of death, by (ii) a
fraction, the numerator of which is the number of whole months the Participant was in Service during the performance period and the denominator of which is the number of months in the performance period.
|
(ii)
|
Disability. In the event of the Participant’s Termination of Service by reason of
Disability, all Awards will vest, pro rata, by multiplying (i) the number of Awards that would be obtained based on achievement at target (or if actual achievement of the performance measures is greater than the target level, at such actual
achievement level) as of the date of Disability, by (ii) a fraction, the numerator of which is the number of whole months the Participant was in Service during the performance period and the denominator of which is the number of months in
the performance period.
|
(iii)
|
Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock Award that has not
vested as of the date of Termination of Service will expire and be forfeited. “Retirement” shall have the meaning set forth in Section 2.7(a) of the Plan.
|
(iv)
|
Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock Awards
granted to a Participant that have not vested will expire and be forfeited.
|
(v)
|
Other Termination. If a Participant terminates Service for any reason other than due to death, Disability,
Involuntary Termination at or following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.
|
11. |
Miscellaneous.
|
11.1 |
No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
|
11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New Jersey.
|
11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
|
Number of Restricted Stock Awards
|
Performance Metric
Determined at FYE
|
Return on Average Assets
|
•
|
Beginning with facts presented in Example 1A: Since only 50% of the target was achieved in Year 2, [# of shares] ([# of shares] multiplied by 50%) shares
of restricted stock will vest on [DATE] based on that current year’s performance. The remaining [# of shares] unearned shares ([# of shares] multiplied by 50%) are carried over and held in reserve and may be potentially earned in future
periods as compensation for over-performance during those subsequent periods.
|
•
|
Beginning with facts presented in Example 1B: Since only 50% of the target was achieved in Year 2, [# of shares] ([# of shares] multiplied by 50%) shares
of restricted stock will vest on [DATE] based on that current year’s performance. The remaining [# of shares] unearned shares ([# of shares] multiplied by 50%) are added to those carried over from Year 1 resulting in a cumulative total of [#
of shares] shares being held in reserve. Such shares may be potentially earned in future periods as compensation for over-performance during those subsequent periods.
|
•
|
Beginning with facts presented in Example 1C: Since only 50% of the target was achieved, [# of shares] ([# of shares] multiplied by 50%) shares of
restricted stock will vest on [DATE] based on that current year’s performance. However, the [# of shares] shares previously held in reserve based on the prior year’s over-performance are “earned back” in the current year. Consequently, a
total of [# of shares] shares are earned and vested during the current year.
|
•
|
Beginning with facts presented in Example 1A: Since greater than 100% of the target was achieved in Year 2, [# of shares] ([# of shares] multiplied by
100%) shares of restricted stock will vest on [DATE] based on that current year’s performance. An additional [# of shares] shares ([# of shares] multiplied by 50%) are carried over and held in reserve and may be potentially earned in future
|
•
|
Beginning with facts presented in Example 1B: Since greater than 100% of the target was achieved in Year 2, [# of shares] ([# of shares] multiplied by
100%) shares of restricted stock will vest on [DATE] based on that current year’s performance. However, the [# of shares] shares previously held in reserve based on the prior year’s under-performance are “earned back” in the current year.
Consequently, a total of [# of shares] shares are earned and vested during the current year.
|
•
|
Beginning with facts presented in Example 1C: Since greater than 100% of the target was achieved in Year 2, [# of shares] ([# of shares] multiplied by
100%) shares of restricted stock will vest on [DATE] based on that current year’s performance. An additional [# of shares] shares ([# of shares] multiplied by 50%) are added to those carried over from Year 1 resulting in a cumulative total
of [# of shares] shares being held in reserve. Such shares may be potentially earned in future periods to offset the effects of under-performance during those subsequent periods.
|