PROVIDENT NEW YORK BANCORP 2012 STOCK INCENTIVE PLAN PERFORMANCE-BASED STOCK AWARD NOTICE

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Name of Award Recipient    Social Security Number

                    

This Performance-Based Stock Award Notice is intended to set forth the terms and conditions on which a Performance-Based 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 Award. Attached as Exhibit A are its general terms and conditions.

*Represents performance for Target Award as set forth in Appendix B to Exhibit A. 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 Performance-Based Stock Award upon the specified terms and conditions, and the Performance-Based Stock Award Recipient acknowledges receipt of this Performance-Based Stock Award Notice, including Exhibit A and Appendices A and B, 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 Performance-Based Stock Award consists of shares granted with uniform terms and conditions. Where shares granted under a Performance-Based 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.

Section 1.     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 Performance-Based Stock Award Notice. The Performance-Based Stock Award Notice is subject to all of the terms and conditions of this Award Notice and the Provident Bancorp 2012 Stock Incentive Plan (“Plan”).

 

Unless otherwise specified by the Compensation Committee, your Awarded Shares as set forth on the Performance-Based Stock Award Notice will be designated “Escrow” and held in the name of the Compensation Committee or of a trustee or custodian named by the Compensation Committee on a pooled basis with other Awarded Shares. You may receive additional Shares, or forfeit Awarded Shares, as set forth in Section 2 below.

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 Conditions. There are conditions you must satisfy before your Performance-Based Stock Award will vest:

(b)     Vesting Date. The Vesting Date for your Awarded Shares, as adjusted, is specified on the Award Notice. On the Vesting Date, you will obtain unrestricted ownership of the Awarded Shares, as adjusted, that vest on that Vesting Date. A stock certificate evidencing unrestricted ownership will be transferred to you.

(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 that date. If you remain in continuous service with Provident New York Bancorp and/or Provident Bank through the applicable Vesting Date but one or more of the applicable Performance Conditions are not satisfied, you will forfeit any Awarded Shares the vesting of which depended on satisfaction of the unsatisfied Performance Condition(s). 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 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)     Death, Disability or Retirement. In the event of your service terminates due to death or Disability (as defined in the Plan) or Retirement (as defined in the Plan), you will receive a pro-rated portion of the Awarded Shares at the end of the Performance Measurement Period. The pro-rated portion will be determined by calculating the total number of Awarded Shares you would have received if your employment had not terminated prior to the end of the Performance Measurement Period, and multiplying that number by a fraction, the numerator of which is the number of full and partial months of employment that you completed after the Award Date,

and the denominator of which is the number of full and partial months between the Award Date and the end of the Performance Measurement Period.

 

Section 3.     Dividends. Dividends or distributions paid on Awarded Shares, whether or not in cash, will not be paid to you currently. Instead, they will be vested, accumulated and paid to you if, as and when the related Awarded Shares become vested and will be subject to the same Service Conditions and Performance Conditions as the Awarded Shares.

 

Section 4.     Voting and Tender Rights. You will not have the right to vote, or direct the voting of, Awarded Shares, or the right to respond, or direct the response with respect to Awarded Shares to any tender offer, exchange offer or other offer made to the holder of Shares, unless and until the applicable Service Conditions and Performance Conditions have been satisfied and ownership of record of the Awarded Shares has been transferred to you.

 

Section 5.    Taxes. Where any person is entitled to receive Shares pursuant to the 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 Performance-Based 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.

Section 8.    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 Performance-Based 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.