MONADNOCK COMMUNITY BANCORP INC
EX-10.2
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<TYPE>EX-10.2
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<FILENAME>tex10_2-6381.txt
<DESCRIPTION>EX-10.2
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                                  EXHIBIT 10.2
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                        MONADNOCK COMMUNITY BANCORP, INC.
                       2005 RECOGNITION AND RETENTION PLAN


1.      ESTABLISHMENT OF THE PLAN; CREATION OF SEPARATE TRUST

        (a)     Monadnock Community Bancorp, Inc. (the "Company") hereby
establishes the Monadnock Community Bancorp, Inc. 2005 Recognition and Retention
Plan (the "Plan") upon the terms and conditions hereinafter stated in the Plan.

        (b)     A separate trust or trusts may be established to purchase shares
of the Common Stock that will be awarded hereunder (the "Trust"). If a trust is
established and a Recipient hereunder fails to satisfy the conditions of the
Plan and forfeits all or any portion of the Common Stock awarded to him/her,
such forfeited shares will be returned to said Trust. If no trust is
established, forfeited shares shall be cancelled or held in treasury as
determined by the Committee.

2.      PURPOSE OF THE PLAN

        The purpose of the Plan is to advance the interests of Monadnock
Community Bank (the "Bank") and the Company and the Company's stockholders by
providing Key Employees and Outside Directors of the Company and its Affiliates,
including the Bank, upon whose judgment, initiative and efforts the successful
conduct of the business of the Company and its Affiliates largely depends, with
compensation for their contributions to the Company and its Affiliates and an
additional incentive to perform in a superior manner, as well as to attract
people of experience and ability.

3.      DEFINITIONS

        The following words and phrases, when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural:

        "AFFILIATE" means any "parent corporation" or "subsidiary corporation"
of the Company or the Bank, as such terms are defined in Section 424(e) and (f),
respectively, of the Code, or a successor to a parent corporation or subsidiary
corporation.

        "AWARD" means the grant by the Committee of Restricted Stock, as
provided in the Plan.

        "BANK" means Monadnock Community Bank, or a successor corporation.

        "BENEFICIARY" means the person or persons designated by a Recipient to
receive any benefits payable under the Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

        "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company, unless otherwise noted.

        "CAUSE" means personal dishonesty, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, or the willful violation of any law, rule or

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regulation (other than traffic violations or similar offenses) or a final
cease-and-desist order, any of which results in a material loss to the Company
or an Affiliate.

        "CHANGE IN CONTROL" of the Bank or the Company means a change in control
of a nature that: (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 Company's outstanding securities except for any
securities purchased by the Company'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/she 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 occurs in which the Bank or Company is not
the surviving institution; or (d) a proxy statement soliciting proxies from
stockholders of the Company, by someone other than the current management of the
Company, seeking stockholder approval of a plan of reorganization, merger or
consolidation of the Company or similar transaction with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to the Plan are to be exchanged for or converted into
cash or property or securities not issued by the Company; or (e) a tender offer
is made for 25% or more of the voting securities of the Company and the
stockholders owning beneficially or of record 25% or more of the outstanding
securities of the Company have tendered or offered to sell their shares pursuant
to such tender offer and such tendered shares have been accepted by the tender
offeror.

        "CODE" means the Internal Revenue Code of 1986, as amended.

        "COMMITTEE" means the committee of the Board of the Company consisting
of either (i) at least two Non-Employee Directors of the Company, or (ii) the
entire Board of the Company.

        "COMMON STOCK" means shares of the common stock of the Company, par
value $.01 per share.

        "COMPANY" means Monadnock Community Bancorp, Inc., the stock holding
company of the Bank, or a successor corporation.

        "CONTINUOUS SERVICE" means employment as a Key Employee and/or service
as an Outside Director without any interruption or termination of such
employment and/or service. Continuous Service shall also mean a continuation as
a member of the Board of Directors following a cessation of employment as a Key
Employee or continuation of service as a Director Emeritus following termination
of service as a Director. In the case of a Key Employee, employment shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Bank or in the case of transfers between
payroll locations of the Bank or between the Bank, its parent, its subsidiaries
or its successor.

        "DIRECTOR" means a member of the Board.

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        "DIRECTOR EMERITUS" means a former member of the Board who has been
appointed by the Board to a Director Emeritus position.

        "DISABILITY" means the permanent and total inability by reason of mental
or physical infirmity, or both, of an employee to perform the work customarily
assigned to him/her, or of a Director or Outside Director to serve as such.
Additionally, in the case of an employee, a medical doctor selected or approved
by the Board must advise the Committee that it is either not possible to
determine when such Disability will terminate or that it appears probable that
such Disability will be permanent during the remainder of such employee's
lifetime.

        "EFFECTIVE DATE" means the date of, or a date determined by the Board
following, approval of the Plan by the Company's stockholders.

        "KEY EMPLOYEE" means any person who is currently employed by the Company
or an Affiliate who is chosen by the Committee to participate in the Plan.

        "NON-EMPLOYEE DIRECTOR" means, for purposes of the Plan, a Director who
(a) is not employed by the Company or an Affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any other capacity
than as a Director) greater than $60,000; (c) does not have an interest in a
transaction requiring disclosure under Item 404(a) of Regulation S-B; or (d) is
not engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-B.

        "OTS" means the Office of Thrift Supervision.

        "OUTSIDE DIRECTOR" means a Director of the Company or an Affiliate who
is not an employee of the Company or an Affiliate.

        "RECIPIENT" means a Key Employee or Outside Director of the Company or
its Affiliates who receives or has received an Award under the Plan.

        "RESTRICTED PERIOD" means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 6
with respect to Restricted Stock awarded under the Plan.

        "RESTRICTED STOCK" means shares of Common Stock that have been
contingently awarded to a Recipient by the Committee subject to the restrictions
referred to in Section 6, so long as such restrictions are in effect.

4.      ADMINISTRATION OF THE PLAN

        (a)     ROLE OF THE COMMITTEE. The Plan shall be administered by the
Committee. The interpretation and construction by the Committee of any
provisions of the Plan or of any Award granted hereunder shall be final and
binding. The Committee shall act by vote or written consent of a majority of its
members. Subject to the express provisions and limitations of the Plan and
subject to OTS regulations and policy, the Committee may adopt such rules and
procedures as it deems appropriate for the conduct of its affairs. The Committee
shall report its actions and decisions with respect to the Plan to the Board at
appropriate times, but in no event less than one time per calendar year.

        (b)     ROLE OF THE BOARD. The members of the Committee shall be
appointed or approved by, and will serve at the pleasure of, the Board of
Directors of the Company. The Board may in its discretion from time to time
remove members from, or add members to, the Committee. The Board shall have all

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of the powers allocated to it in the Plan, may take any action under or with
respect to the Plan that the Committee is authorized to take, and may reverse or
override any action taken or decision made by the Committee under or with
respect to the Plan, PROVIDED, HOWEVER, that except as provided in Section 6(b),
the Board may not revoke any Award except in the event of revocation for Cause.

        (c)     PLAN ADMINISTRATION RESTRICTIONS. All transactions involving a
grant, award or other acquisitions from the Company shall:

                (i)     be approved by the Company's full Board or by the
                        Committee;

                (ii)    be approved, or ratified, in compliance with Section 14
                        of the Exchange Act, by either: the affirmative vote of
                        the holders of a majority of the shares present, or
                        represented and entitled to vote at a meeting duly held
                        in accordance with the laws under which the Company is
                        incorporated; or the written consent of the holders of a
                        majority of the securities of the issuer entitled to
                        vote, provided that such ratification occurs no later
                        than the date of the next annual meeting of
                        stockholders; or

                (iii)   result in the acquisition of Common Stock that is held
                        by the Recipient for a period of six months following
                        the date of such acquisition.

        (d)     LIMITATION ON LIABILITY. No member of the Board or the Committee
shall be liable for any determination made in good faith with respect to the
Plan or any Awards granted under it. If a member of the Board or the Committee
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of anything done or not done by him/her in such
capacity under or with respect to the Plan, the Bank or the Company shall
indemnify such member against expense (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him/her
in connection with such action, suit or proceeding if he/she acted in good faith
and in a manner he/she reasonably believed to be in the best interests of the
Bank and the Company and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.

5.      ELIGIBILITY; AWARDS

        (a)     ELIGIBILITY. Key Employees and Outside Directors are eligible to
receive Awards.

        (b)     AWARDS TO KEY EMPLOYEES AND OUTSIDE DIRECTORS. The Committee may
determine which of the Key Employees and Outside Directors referenced in Section
5(a) will be granted Awards and the number of shares covered by each Award;
PROVIDED, HOWEVER, that in no event shall any Awards be made that will violate
the Bank's Charter and Bylaws, the Company's Charter and Bylaws, or any
applicable federal or state law or regulation. Shares of Restricted Stock that
are awarded by the Committee shall, on the date of the Award, be registered in
the name of the Recipient and transferred to the Recipient, in accordance with
the terms and conditions established under the Plan. The aggregate number of
shares that shall be issued under the Plan is 18,416 shares. Awards issued under
the Plan may be issued by the Company from authorized but unissued shares,
treasury shares or shares acquired by the Company in open market purchases.

        (c)     The following provisions shall apply to all Awards made under
this plan: no individual officer shall be granted Awards with respect to more
than 25% of the total shares subject to the Plan; no Outside Director shall be
granted Awards of more than 5% of the total shares of Common Stock subject to
the Plan; all Outside Directors in the aggregate may not be granted Awards with
respect to more than

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30% of the total shares of Common Stock subject to the Plan; no Awards shall
begin vesting earlier than one year from the date the Plan is approved by
stockholders of the Company; and no Awards shall vest at a rate in excess of 20%
per year beginning one year from the Date of Grant.

        (d)     In the event Restricted Stock is forfeited for any reason, the
Committee, from time to time, may determine which of the Key Employees and
Outside Directors will be granted additional Awards to be awarded from forfeited
Restricted Stock.

        (e)     In selecting those Key Employees and Outside Directors to whom
Awards will be granted and the amount of Restricted Stock covered by such
Awards, the Committee shall consider such factors as it deems relevant,
including among others, the position and responsibilities of the Key Employees
and Outside Directors, the length and value of their services to the Company and
its Affiliates, the compensation paid to the Key Employees or fees paid to the
Outside Directors, and the Committee may request the written recommendation of
the Chief Executive Officer and other senior executive officers of the Bank, the
Company and its Affiliates or the recommendation of the full Board. All
allocations by the Committee shall be subject to review, and approval or
rejection, by the Board.

        No Restricted Stock shall be vested unless the Recipient maintains
Continuous Service with the Company or an Affiliate until the restrictions
lapse.

        (f)     MANNER OF AWARD. As promptly as practicable after a
determination is made pursuant to Section 5(b) to grant an Award, the Committee
shall notify the Recipient in writing of the grant of the Award, the number of
shares of Restricted Stock covered by the Award, and the terms upon which the
Restricted Stock subject to the Award may be vested. Upon notification of an
Award of Restricted Stock, the Recipient shall execute and return to the Company
a restricted stock agreement (the "Restricted Stock Agreement") setting forth
the terms and conditions under which the Recipient shall earn the Restricted
Stock, together with a stock power or stock powers endorsed in blank.
Thereafter, the Recipient's Restricted Stock and stock power shall be deposited
with an escrow agent specified by the Company ("Escrow Agent") who shall hold
such Restricted Stock under the terms and conditions set forth in the Restricted
Stock Agreement. Each certificate in respect of shares of Restricted Stock
Awarded under the Plan shall be registered in the name of the Recipient.

        (g)     TREATMENT OF FORFEITED SHARES. In the event shares of Restricted
Stock are forfeited by a Recipient, such shares shall be returned to the Company
and shall be held and accounted for pursuant to the terms of the Plan until such
time as the Restricted Stock is re-awarded to another Recipient, in accordance
with the terms of the Plan and the applicable state and federal laws, rules and
regulations.

6.      TERMS AND CONDITIONS OF RESTRICTED STOCK

        The Committee shall have full and complete authority, subject to Section
5(c) and the other limitations of the Plan, to grant awards of Restricted Stock
to Key Employees and Outside Directors and, in addition to the terms and
conditions contained in Sections 6(a) through 6(h), to provide such other terms
and conditions (which need not be identical among Recipients) in respect of such
Awards, and the vesting thereof, as the Committee shall determine.

        (a)     GENERAL RULES. Subject to Section 5(c) hereof, and to OTS
regulations and policy, Restricted Stock shall be vested by a Recipient at the
rate or rates determined by the Committee, provided that such Recipient
maintains Continuous Service. No shares shall vest in any year in which the Bank
is not meeting all of its fully phased-in capital requirements. Subject to any
such other terms and conditions as the Committee shall provide with respect to
Awards, shares of Restricted Stock may not be sold,

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assigned, transferred (within the meaning of Code Section 83), pledged or
otherwise encumbered by the Recipient, except as hereinafter provided, during
the Restricted Period.

        (b)     CONTINUOUS SERVICE; FORFEITURE. Except as provided in Section
6(c), if a Recipient ceases to maintain Continuous Service for any reason,
unless the Committee shall otherwise determine, all shares of Restricted Stock
theretofore awarded to such Recipient and which at the time of such termination
of Continuous Service are subject to the restrictions imposed by Section 6(a)
shall upon such termination of Continuous Service be forfeited. Any stock
dividends or declared but unpaid cash dividends attributable to such shares of
Restricted Stock shall also be forfeited.

        (c)     EXCEPTION FOR TERMINATION DUE TO DEATH OR DISABILITY, AND
FOLLOWING A CHANGE IN CONTROL. Notwithstanding the general rule contained in
Section 6(a), Restricted Stock awarded to a Recipient whose Continuous Service
with the Company or an Affiliate terminates due to death, Disability, or
following a Change in Control, shall be deemed earned as of the Recipient's last
day of Continuous Service with the Company or an Affiliate.

        (d)     REVOCATION FOR CAUSE. Notwithstanding anything hereinafter to
the contrary, the Board may by resolution immediately revoke, rescind and
terminate any Award, or portion thereof, previously awarded under the Plan, to
the extent Restricted Stock has not been redelivered by the Escrow Agent to the
Recipient, whether or not yet vested, in the case of a Key Employee whose
employment is terminated by the Company or an Affiliate or an Outside Director
whose service is terminated by the Company or an Affiliate for Cause or who is
discovered after termination of employment or service on the Board to have
engaged in conduct that would have justified termination for Cause.

        (e)     RESTRICTED STOCK LEGEND. Each certificate in respect of shares
of Restricted Stock awarded under the Plan shall be registered in the name of
the Recipient and deposited by the Recipient, together with a stock power
endorsed in blank, with the Escrow Agent, and shall bear the following (or a
similar) legend:

             "The transferability of this certificate and the shares of
         stock represented hereby are subject to the terms and conditions
         (including forfeiture) contained in the Monadnock Community
         Bancorp, Inc. 2005 Recognition and Retention Plan. Copies of
         such Plan are on file in the offices of the Secretary of
         Monadnock Community Bancorp, Inc., Monadnock Community Plaza,
         One Jaffrey Road, Peterborough, New Hampshire 03458."

        (f)     PAYMENT OF DIVIDENDS AND RETURN OF CAPITAL. After an Award has
been granted but before such Award has been vested, the Recipient shall receive
any cash dividends paid with respect to such shares, or shall share in any
pro-rata return of capital to all stockholders with respect to the Common Stock.
Stock dividends declared by the Company and paid on Awards that have not yet
been vested shall be subject to the same restrictions as the Restricted Stock
and the certificate(s) or other instruments representing or evidencing such
shares shall be legended in the manner provided in Section 6(e) and shall be
delivered to the Escrow Agent for distribution to the Recipient when the
Restricted Stock upon which such dividends were paid are vested. Unless the
Recipient has made an election under Section 83(b) of the Code, cash dividends
or other amounts so paid on shares that have not yet been vested by the
Recipient shall be treated as compensation income to the Recipient when paid. If
dividends are paid with respect to shares of Restricted Stock under the Plan
that have been forfeited and returned to the Company or to a trust established
to hold issued and unawarded or forfeited shares, the Committee can determine to
award such dividends to any Recipient or Recipients under the Plan, to any other
employee or director of the Company or the Bank, or can return such dividends to
the Company.

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        (g)     VOTING OF RESTRICTED SHARES. After an Award has been granted,
the Recipient as conditional owner of the Restricted Stock shall have the right
to vote such shares.

        (h)     DELIVERY OF VESTED SHARES. At the expiration of the restrictions
imposed by Section 6(a), the Escrow Agent shall redeliver to the Recipient (or
where the relevant provision of Section 6(c) applies in the case of a deceased
Recipient, to his Beneficiary) the certificate(s) and any remaining stock power
deposited with it pursuant to Section 5(f) and the shares represented by such
certificate(s) shall be free of the restrictions referred to in Section 6(a).

7.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

        In the event of any change in the outstanding shares subsequent to the
Effective Date by reason of any reorganization, recapitalization, stock split,
stock dividend, combination or exchange of shares, or any merger, consolidation
or any change in the corporate structure or shares of the Company, without
receipt or payment of consideration by the Company, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Any shares of stock or other securities received, as a result of any
of the foregoing, by a Recipient with respect to Restricted Stock shall be
subject to the same restrictions and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Escrow Agent in the manner provided in Section 6(e).

8.      ASSIGNMENTS AND TRANSFERS

        No Award nor any right or interest of a Recipient under the Plan in any
instrument evidencing any Award under the Plan may be assigned, encumbered or
transferred (within the meaning of Code Section 83) except, in the event of the
death of a Recipient, by will or the laws of descent and distribution until such
Award is vested.

9.      KEY EMPLOYEE RIGHTS UNDER THE PLAN

        No Key Employee shall have a right to be selected as a Recipient nor,
having been so selected, to be selected again as a Recipient and no Key Employee
or other person shall have any claim or right to be granted an Award under the
Plan or under any other incentive or similar plan of the Company or any
Affiliate. Neither the Plan nor any action taken thereunder shall be construed
as giving any Key Employee any right to be retained in the employ of the Company
or any Affiliate.

10.     OUTSIDE DIRECTOR RIGHTS UNDER THE PLAN

        Neither the Plan nor any action taken thereunder shall be construed as
giving any Outside Director any right to be retained in the service of the
Company or any Affiliate.

11.     WITHHOLDING TAX

        Upon the termination of the Restricted Period with respect to any shares
of Restricted Stock (or at any such earlier time that an election is made by the
Recipient under Section 83(b) of the Code, or any successor provision thereto,
to include the value of such shares in taxable income), the Bank or the Company
shall have the right to require the Recipient or other person receiving such
shares to pay the Bank or the Company the minimum amount of any federal or state
taxes, including payroll taxes, that are applicable to such supplemental income
and that the Bank or the Company is required to withhold with respect to such
shares, or, in lieu thereof, to retain or sell without notice, a sufficient
number of shares held by it to cover the amount required to be withheld. The
Bank or the Company shall have the right to

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deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Bank or the Company is required to withhold with
respect to such dividend payments.

12.     AMENDMENT OR TERMINATION

        The Board of the Company may amend, suspend or terminate the Plan or any
portion thereof at any time, PROVIDED, HOWEVER, that no such amendment,
suspension or termination shall impair the rights of any Recipient, without his
consent, in any Award theretofore made pursuant to the Plan. Any amendment or
modification of the Plan or an outstanding Award under the Plan, shall be
approved by the Committee, or the full Board of the Company.

13.     GOVERNING LAW

        (a)     This Plan, the Awards, all documents evidencing Awards and all
other related documents shall be governed by, and will be construed and
administered in accordance with the laws of the State of New Hampshire, except
to the extent that federal law shall apply.

        (b)     This Plan is subject to the requirements of 12 C.F.R. Part 575,
including the requirements of section 575.8 and the applicable requirements of
section 563b.500. 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 Monadnock Mutual Holding Company to fail to qualify as a
mutual holding company under applicable federal regulations.

14.     TERM OF PLAN

        The Plan shall become effective on the date of, or a date determined by
the Board of Directors following, approval of the Plan by the Company's
stockholders. It shall continue in effect until the earlier of (i) ten years
from the Effective Date unless sooner terminated under Section 12 hereof, or
(ii) the date on which all shares of Common Stock available for award hereunder,
have vested in the Recipients of such Awards.



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