PROVIDENT NEW YORK BANCORP 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE

Name of Award Recipient    Social Security Number

    

                        

This Restricted Stock Award Notice is intended to set forth the terms and conditions on which a Restricted Stock Award has been granted under the Provident New York Bancorp 2012 Stock Incentive Plan. Set forth below are the specific terms and conditions applicable to this Restricted Stock Award. Attached as Exhibit A are its general terms and conditions.

*Subject to adjustment as provided in the Plan and the General Terms and Conditions.

By signing where indicated below, Provident New York Bancorp (the “Company”) grants this Restricted Stock Award upon the specified terms and conditions, and the Restricted Stock Award Recipient acknowledges receipt of this Restricted Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein

By                                     

Instructions: This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. A Restricted Stock Award consists of shares granted with uniform terms and conditions. Where shares granted under a Restricted Stock Award are awarded on the same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions.

(a)    Size and Type of Award. The shares of Common Stock of Provident New York Bancorp ("Shares") covered by this Award ("Awarded Shares") are listed on the Restricted Stock Award Notice. The Restricted Stock Award Notice is subject to all of the terms and conditions of this Award Notice and the Provident New York Bancorp 2012 Stock Incentive Plan (“Plan”).

(b)     Holding of Awarded Shares. A certificate evidencing the Awarded Shares will be issued to you and will include a restrictive legend incorporating the terms and conditions of this Award Notice, which will include a one-year holding requirement once the award has fully vested, except for any shares sold in accordance with Section 6 to cover the amount of taxes required to be withheld with respect to such Shares. If permitted by the Compensation Committee, you may elect to be taxed on shares immediately upon their transfer to you instead of later when they vest. If you make this election, you will be required to include in ordinary income, for the taxable year in which the transfer of certificates occurs, an amount equal to the fair market value of the shares on the transfer date. Provident New York Bancorp may be allowed to claim a tax deduction, for compensation expense, in a like amount. You make this election by filing a statement of election containing specified items of information with the Internal Revenue Service within thirty (30) days after the date of transfer of the shares to you. You must give a copy of the statement you file to Provident New York Bancorp and Provident Bank. If you make this election, the vesting of your awards will not subject you to further income tax.

(c)     Employment. Your employment with Provident New York Bancorp and Provident Bank constitutes adequate consideration for the issuance of the Awarded Shares to you having a value at least equal to the par value of the Awarded Shares, but the vesting conditions described below will nevertheless determine your right to acquire unrestricted ownership of the Awarded Shares.

(a)    Vesting Dates. The Vesting Dates for your Awarded Shares are specified on the Award Notice. On each Vesting Date, you will obtain unrestricted ownership of the Awarded Shares that vest on that Vesting Date, subject to a one-year holding requirement.

(b)    Vesting Conditions. There are conditions you must satisfy before your Restricted Stock Award will vest. If you receive your Restricted Stock Award for services as an officer or employee, you must, except as otherwise provided herein, remain in continuous Service from the Effective Date shown on the Restricted Stock Award Notice through the relevant Vesting Date.

(c)    Forfeitures. If you terminate service with the Company prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on or after that date. To the extent that any Awarded Shares have vested prior to your termination of service with the Company, the one-year holding requirement will continue to apply. When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other evidence of ownership must be returned to the Compensation Committee or to the Company. You agree to take any action and execute and deliver any document that the Company requests to effect the return of your unvested Awarded Shares. In the event you do not cooperate with the Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in your name, which the Company determines is necessary to enforce the forfeiture.

(d)    Accelerated Vesting. Your Awarded Shares that have not previously vested will become fully vested immediately (and no one-year holding requirement will apply), and without any further action on your part, in the event of your death or Disability (as defined in the Plan) before your termination of service with the Company or your Retirement (as defined in the Plan) from the Company. To qualify for Retirement, you must enter into a retirement agreement with the Company in a form approved by the Compensation Committee, within the Compensation Committee’s discretion, and under which you agree, for a period of two (2) years, to provide consulting services to the Company and Provident Bank (as specified in Section 2.46 of the Plan) and to refrain from competing with or soliciting employees and customers of the Company and Provident Bank. In addition, in the event a Change in Control (as defined in the Plan) occurs before you terminate service with the Company, then any Awarded Shares not theretofore forfeited shall become immediately vested on the date of the Change in Control (and no one-year holding requirement will apply). You may designate a Beneficiary to receive any Awarded Shares that vest upon your death using the Beneficiary Designation attached as Appendix A.

(e)    Definition of Service. For purposes of determining the vesting of your Awarded Shares, you will be deemed to be in the service of the Company for so long as you serve in any capacity as an employee, officer, non-employee director or consultant of the Company and/or Provident Bank.

(f)    Application of Clawback Policy. Notwithstanding anything in the Restricted Stock Award Notice to the contrary, the Awarded Shares and any related dividends shall be subject to adjustment and/or recovery, in whole or in part, following the date on which

they become vested and payable if and to the extent (i) required by any applicable law, rule or regulation or (ii) provided under the terms of any clawback policy or other policy of similar import adopted by the Company and in effect on the date the Awarded Shares or dividends, as applicable, become vested and payable.

 

Section 3.    Dividends. Any dividends declared by the Company with a record date that is after the Grant Date specified in the Award Notice will be paid in the same manner as for other shareholders.

Section 4.     Voting and Tender Rights. You will have the right to vote, or direct the voting of, Awarded Shares.

 

Section 5.    Taxes. Where any person is entitled to receive Shares pursuant to the Restricted Stock Award granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

Section 6.    Notices. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

If to the Recipient, to the Recipient's address as shown in the Company's records.

If to the Compensation Committee:

Section 7.    Restrictions on Transfer. The Restricted Stock Award granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such award be liable for, or subject to, debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Recipient other than by will or by the laws of descent and distribution or as otherwise permitted by the Plan. To name a Beneficiary, complete the attached Appendix A and file it with the Corporate Secretary of Provident New York Bancorp.

Section8.    Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Recipient and their respective heirs, successors and assigns.

Section 9.    Construction of Language. Whenever appropriate in the Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Notice, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 10.    Governing Law. This Notice shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of law principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts having jurisdiction in Rockland County, New York shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Award granted under this Notice, the Recipient, and any other person claiming any rights under the Notice, agrees to submit himself, and any such legal action as he shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 11.    Amendment. This Award may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Recipient. This Award amends and supersedes any Restricted Stock Award Notice bearing the same effective date.

Section 12.    Plan Provisions Control. This Award and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan that would apply if this Award were being made under the Plan In the event of any conflict between the provisions of the Plan and the provisions of this Notice, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Recipient acknowledges receipt of a copy of the Plan. The Recipient acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Award other than the Plan, this Notice, or any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Notice.