Registration No. 333-_________
As filed with the Securities and Exchange Commission on May 31, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Provident Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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42-1547151
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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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239 Washington Street
Jersey City, New Jersey 07302
(Address of Principal Executive Offices)
Provident Financial Services, Inc. 2024 Long-Term Equity Incentive Plan
(Full Title of the Plan)
Copies to:
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Bennett MacDougall, Esq.
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Marc P. Levy, Esq.
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EVP, General Counsel and Corporate Secretary
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D. Max Seltzer, Esq.
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Provident Financial Services, Inc.
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Luse Gorman, PC
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239 Washington Street
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5335 Wisconsin Ave., N.W., Suite 780
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Jersey City, New Jersey 07302
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Washington, DC 20015-2035
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(732) 590-9200
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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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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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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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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
PART I. INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Provident Financial Services, Inc. 2024
Long-Term Equity Incentive Plan (the “Plan”) as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not being filed with the Commission but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II. INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference
The following documents previously filed by Provident Financial Services, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), are incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such
Items):
(c)
The Company’s Current Reports on Form 8-K filed on
February 23, 2024;
March 25, 2024;
March 29, 2024;
April 12, 2024;
April 30, 2024;
May 6, 2024;
May 9, 2024;
May 10, 2024;
May 13, 2024;
May 16, 2024 and
May 29, 2024 (File No. 001-31566); and
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents.
Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of
this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein 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 and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in
the documents incorporated herein or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Articles TENTH and ELEVENTH of the Certificate of Incorporation of the Company set forth circumstances under which directors, officers, employees and agents of the Company may be
insured or indemnified against liability which they incur in their capacities as such:
TENTH:
A. Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect to proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware
General Corporation Law requires an advancement of expenses incurred by an indemnitee in his or her capacity as a Director of Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan), indemnification shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. The
rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article TENTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Director, Officer, employee or agent
and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not
paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may
at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee also shall be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of
expenses conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
disinterested Directors, or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director,
except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation
existing at the time of such repeal or modification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
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Regulation S-K
Exhibit Number
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Document
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____________________________________
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 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) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in
reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act, 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. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement 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; and
5. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Jersey City, New Jersey, on this 31st
day of May, 2024.
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PROVIDENT FINANCIAL SERVICES, INC.
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By:
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/s/ Anthony J. Labozzetta
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Anthony J. Labozzetta
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President and Chief Executive Officer
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(Duly Authorized Representative)
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POWER OF ATTORNEY
We, the undersigned directors and officers of Provident Financial Services, Inc. (the “Company”) hereby severally constitute and appoint Anthony J. Labozzetta, as our true and
lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Anthony J. Labozzetta may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be granted and shares of common stock to be issued upon the exercise of stock options to be granted under the
Provident Financial Services, Inc. 2024 Long-Term Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all
amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Anthony J. Labozzetta shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date
indicated.
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Signatures
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Title
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Date
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| /s/ Anthony J. Labozzetta |
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President, Chief Executive Officer and
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May 31, 2024
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Anthony J. Labozzetta
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Director (Principal Executive Officer)
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| /s/ Thomas M. Lyons |
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Senior Executive Vice President and
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May 31, 2024
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Thomas M. Lyons
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Chief Financial Officer (Principal
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Financial Officer)
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| /s/ Christopher Martin |
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Executive Chairman
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May 31, 2024
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Christopher Martin
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| /s/ Adriano M. Duarte |
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Executive Vice President and Chief
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May 31, 2024
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Adriano M. Duarte
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Accounting Officer (Principal
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Accounting Officer)
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Executive Vice Chairman
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Thomas J. Shara
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| /s/ James P. Dunigan |
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Director
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May 31, 2024
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James P. Dunigan
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| /s/ Frank L. Fekete |
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Director
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May 31, 2024
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Frank L. Fekete
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Director
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Brian M. Flynn
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| /s/ Ursuline F. Foley |
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Director
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May 31, 2024
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Ursuline F. Foley
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Director
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Brian A. Gragnolati
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Director
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James E. Hanson II
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| /s/ Matthew K. Harding |
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Director
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May 31, 2024
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Matthew K. Harding
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| /s/ Edward J. Leppert |
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Director
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May 31, 2024
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Edward J. Leppert
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| /s/ Nadine Leslie |
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Director
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May 31, 2024
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Nadine Leslie
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Director
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Robert E. McCracken
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/s/ John Pugliese
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Director
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May 31, 2024
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John Pugliese
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EXHIBIT 5
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
May 31, 2024
Board of Directors
Provident Financial Services, Inc.
239 Washington Street
Jersey City, New Jersey 07302
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Re: |
Provident Financial Services, Inc. - Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the registration of 2,849,860 shares of common
stock, $0.01 par value per share (the “Shares”), of Provident Financial Services, Inc. (the “Company”) to be issued pursuant to the Provident Financial Services, Inc. 2024 Long-Term Equity Incentive Plan (the “Equity Plan”).
In rendering the opinion expressed herein, we have reviewed the Certificate of Incorporation and Bylaws of the Company, the Equity Plan,
the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and
completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are
rendered. This opinion is limited to matters of Delaware corporate law.
Based on the foregoing, we are of the following opinion:
Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the
Equity Plan, will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8 and shall
not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm. We hereby consent to the use of this opinion in the Form S-8. By giving such consent, we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
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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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EXHIBIT 10.2
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Participant Name:
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###PARTICIPANT_NAME###
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Employee Number:
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###EMPLOYEE_NUMBER###
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Grant Name:
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###GRANT_NAME###
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Issue Date:
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###GRANT_DATE###
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Total Award:
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###TOTAL_AWARDS###
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###VEST_SCHEDULE_TABLE###
PROVIDENT FINANCIAL SERVICES, INC.
2024 LONG-TERM EQUITY INCENTIVE PLAN
EQUITY GRANT AGREEMENT
TERMS AND CONDITIONS OF GRANTS
1. Provident Financial Services, Inc. (the “Company”) has granted
###PARTICIPANT_NAME### (the “Participant”) an Award (the “Award”) of ###TOTAL_AWARDS### shares of common stock, pursuant to the Company’s 2024 Long-Term Equity Incentive Plan (the “Plan”),
consisting of ###TOTAL_AWARDS### Restricted Stock shares (the “Shares”) with respect to the common stock (the “Common Stock”) of the Company, subject to the terms and conditions of this Equity Grant Agreement (the “Agreement”) and the Plan. Except where the context otherwise requires, the term “Company” shall include all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal
Revenue Code of 1986, as amended or replaced from time to time (the “Code”).
The Awards shall vest on ###VEST_SCHEDULE_NAME### after the grant date (the “Vesting Schedule”).
2. Capitalized terms used herein but not defined shall have the same meaning as in the Plan. A copy of the Plan has been provided or made available to the Participant and the Plan
document is a material part of this Agreement. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will control.
3. All Awards are forfeitable until the Participant’s right to retain such Shares has accrued in accordance with the Vesting Schedule noted above.
4. All Shares awarded hereunder may be certificated or issued in electronic form, in the sole discretion of the Company. All Shares shall remain in the possession of the Company
or its agent until such shares become vested. After Shares become vested, the Company shall promptly deliver the Shares to the Participant, either electronically or through the issuance of a stock certificate representing the Participant’s vested
Shares.
5. Awards shall be subject to time-vesting as set forth on the Vesting Schedule noted above.
Time-Vesting Awards. Notwithstanding the
Vesting Schedule, all Shares that vest based solely upon the passage of time (the “Time-Vesting Awards”) shall become fully vested automatically
upon the Participant’s (i) death; (ii) Disability; or (iii) Involuntary Termination following a Change in Control.
Upon the Participant’s Retirement before the end of the term of the Vesting Schedule, a portion of the Time-Vesting Awards shall vest
which amount shall be based on the period of the Participant’s active employment during the term of the vesting schedule. Following the date of the Participant’s termination of employment due to Retirement, the portion of the Shares that do not vest
shall be forfeited to the Company and the Company shall cancel the certificates, if any, representing such forfeited Shares on its books.
Upon the Participant’s termination of employment for any reason (other than death, Disability or Retirement or Involuntary Termination
following a Change in Control) before the end of the term of the Vesting Schedule, then all unvested Time-Vesting Awards shall be forfeited to the Company and the Company shall cancel the certificates, if any, representing such forfeited Shares on
its books.
The Committee shall have sole authority and discretion to determine whether the Participant’s Service has been terminated by reason of
Disability, Retirement or Involuntary Termination following a Change in Control.
6. Except as otherwise provided in the Plan or this Agreement including Part I, Awards shall not confer upon the holder thereof any rights as a stockholder of the Company prior to
the date on which the individual fulfills all conditions for receipt of such rights.
7. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any
Subsidiary whatsoever, including any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual
right to the Shares of Common Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company
or any Subsidiary shall be sufficient to pay any benefits to any person.
8. No individual shall have the right to be selected to receive an Award under the Plan, or having been so selected, to receive a future Award under the Plan. This Agreement shall
not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company or the Bank to discharge the Participant or restrict the right of the Participant to terminate his or
her employment.
9. This Agreement may not be amended, or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
10. The Participant hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan.
11. As a condition to the issuance of Shares under this Award, the Participant authorizes the Company to deduct from the settlement of an Award any taxes required to be withheld by
the Company under federal, state, or local law as a result of the receipt or settlement of this Award. In the sole discretion of the Company, the Participant may remit to the Company cash or shares to pay the taxes owed on the settlement of any
Award hereunder, in lieu of the withholding described in the previous sentence and/or direct the Company to satisfy up to the Participant’s highest marginal tax rate of required federal, state and local tax withholding with respect to the issuance
of Shares under this Award.
12. Awards may not be exercised if the issuance of Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or regulation.
The Participant, as a condition to exercising the Awards, shall represent to the Company that the Shares that he/she acquires pursuant to such exercise are being acquired by such Participant for investment and not with a present view to
distribution or resale, unless counsel for the Company is then of the opinion that such a representation is not required under the Securities Act or any other applicable law, regulation, or rule of any governmental agency.
13. Each type of Award made under this Agreement shall be subject to the additional provisions set forth in Part I below.
14. The Award is subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting of the
Award. Such events include, but are not limited to, termination of employment for Cause, termination of the Participant’s provision of Services to the Company or any Subsidiary, violation of material Company or Subsidiary policies, breach of
noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary.
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of
misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount of any payment
in settlement of all or any portion of this Award if such Award was earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document embodying such
financial reporting requirement.
In addition, this Award is subject to any clawback policy adopted by the Board of Directors from time to time, whether pursuant to the
provisions of Section 954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise.
15. The Participant acknowledges he or she has read the Plan which can be found in Shareworks under the Documents tab and represents that he or she is familiar with the terms and
provisions thereof. The Participant hereby accepts the Awards made by this Agreement, effective as of the grant date, subject to all the terms and provisions of the Plan.
| |
PROVIDENT FINANCIAL SERVICES, INC.
|
| |
|
PART I: RESTRICTED STOCK
Time-Vesting Awards
1. Any dividends or distributions (other than a stock dividend consisting of shares of Common Stock) declared and paid with respect to Shares subject to a Time-Vesting Award shall
not be paid to the Participant; however, cash dividends shall accrue and shall be paid to the Participant on Shares issued to the Participant for the Time-Vesting Awards if and when they vest.
2. The Participant shall have the right to vote the unvested Shares of Restricted Stock subject to a Time-Vesting Award, unless the Shares have been forfeited.
3. The vested Shares of Restricted Stock awarded hereunder may be certificated or issued in electronic form, in the sole discretion of the Company. The Restricted Stock awarded to
the Participant shall not be sold, assigned, transferred, pledged, or otherwise encumbered by the Participant until such Restricted Stock has vested.
4. At the time the Restricted Stock vests, the Company shall deliver to the Participant (or if the Restricted Stock is deemed to vest due to the Participant’s death, to the
Participant’s beneficiary) Shares of Common Stock of the Company representing the number of shares earned, absent any restrictions that may have been imposed under the Plan.
5. Generally, upon vesting of the Shares of Restricted Stock, the Participant will recognize ordinary income tax, which will be included on the Participant’s IRS Form W-2 (if the
Participant is an employee) or on IRS Form 1099 (if the Participant is not an employee) for the calendar year in which the vesting occurs. The Participant acknowledges that the Company has advised the Participant of the possibility of making an
election under Code Section 83(b) with respect to the Restricted Stock and has recommended that the Participant consult a qualified tax advisor regarding the desirability of making such an election in light of the Participant’s individual
circumstances.
6. Unvested Shares of Restricted Stock awarded to an employee who also serves as a director shall not be forfeited due to termination of employment but shall continue to vest over
the remaining vesting period set forth in the Vesting Schedule, so long as such person continues as a member of the Board of Directors or continues to serve as a director emeritus or advisory director.
5
EXHIBIT 10.3
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Participant Name:
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###PARTICIPANT_NAME###
|
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Employee Number:
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###EMPLOYEE_NUMBER###
|
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Grant Name:
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###GRANT_NAME###
|
|
Issue Date:
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###GRANT_DATE###
|
|
Total Award:
|
###TOTAL_AWARDS###
|
###VEST_SCHEDULE_TABLE###
PROVIDENT FINANCIAL SERVICES, INC.
2024 LONG-TERM EQUITY INCENTIVE PLAN
EQUITY GRANT AGREEMENT
TERMS AND CONDITIONS OF GRANTS
1. Provident Financial Services, Inc. (the “Company”)
has granted ###PARTICIPANT_NAME### (the “Participant”) an Award (the “Award”) of ###TOTAL_AWARDS### shares of common stock, pursuant to the Company’s 2024 Long-Term Equity Incentive Plan (the “Plan”), consisting of Restricted Stock shares (the “Shares”) with respect to the common stock (the “Common Stock”) of the Company, subject to the terms and conditions of this Equity Grant Agreement (the “Agreement”) and the Plan. Except where the context otherwise requires, the term “Company” shall include all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal
Revenue Code of 1986, as amended or replaced from time to time (the “Code”).
2. Capitalized terms used herein but not defined shall have the same meaning as in the Plan. A copy of the Plan has been provided to the Participant
and the Plan document is a material part of this Agreement. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will control.
3. All Awards are forfeitable until the Participant’s right to retain such Shares has accrued in accordance with performance-vesting schedule noted
below (the “Vesting Schedule”). Appendix A provides information related to the performance goals of this grant.
4. All Shares awarded hereunder may be certificated or issued in electronic form, in the sole discretion of the Company. All Shares shall remain in
the possession of the Company or its Agent until such shares become vested. After Shares become vested, the Company shall promptly deliver the Shares to the Participant, either electronically or through the issuance of a stock certificate
representing the Participant’s vested Shares.
5. Awards are subject to performance-vesting as set forth on the Vesting Schedule noted below. Appendix A provides information related to the
performance goals for the vesting of Awards under this grant.
Performance-Vesting Awards.
Notwithstanding the Vesting Schedule, all Shares that vest based upon attaining performance criteria (the “Performance-Vesting Awards”) may become
vested upon the Participant’s (i) death; (ii) Disability; (iii) Retirement; or (iv) Involuntary Termination following a Change in Control, provided that, any performance measure attached to an Award under the Plan shall be deemed satisfied as of the
date of the Change in Control.
In the event of a Retirement of the Participant during the performance period a portion of the Performance-Vesting
Awards may vest, so long as the vesting is not accelerated but shall occur at the end of the performance period, and will be prorated, based on the period of the Participant’s active employment.
Upon the Participant’s termination of employment for any reason (other than death, Disability or Retirement or
Involuntary Termination following a Change in Control) before the end of the term of the Vesting Schedule, then all unvested Performance-Vesting Awards shall be forfeited to the Company and the Company shall cancel the certificates, if any,
representing such forfeited Shares on its books. The Committee shall have sole authority and discretion to determine whether the Participant’s service has been terminated by reason of Disability, Retirement or Involuntary Termination following a
Change in Control.
6. Except as otherwise provided in the Plan or this Agreement including Part I, Awards shall not confer upon the holder thereof any rights as a
stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
7. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or
property of the Company or any Subsidiary whatsoever, including any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant
shall have only a contractual right to the Shares of Common Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any subsidiary, and nothing contained in the Plan shall constitute a guarantee
that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.
8. No individual shall have the right to be selected to receive an Award under the Plan, or having been so selected, to receive a future Award under
the Plan. This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company or the Bank to discharge the Participant or restrict the right of the
Participant to terminate his or her employment.
9. This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
10. The Participant hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions
arising under the Plan.
11. As a condition to the issuance of Shares under this Award, the Participant authorizes the Company to deduct from the settlement of an Award any
taxes required to be withheld by the Company under federal, state, or local law as a result of the receipt or settlement of this Award. In the sole discretion of the Company, the Participant may remit to the Company
cash or shares to pay the taxes owed on the settlement of any Award hereunder, in lieu of the withholding described in the previous
sentence and/or direct the Company to satisfy up to the Participant’s highest marginal tax rate of required federal, state and local tax withholding with respect to the issuance of Shares under this Award.
12. Awards may not be exercised if the issuance of Shares upon such exercise would constitute a violation of any applicable federal or state
securities or other law or regulation. The Participant, as a condition to exercising the Awards, shall represent to the Company that the Shares that he/she acquires pursuant to such exercise are being acquired by such Participant for investment
and not with a present view to distribution or resale, unless counsel for the Company is then of the opinion that such a representation is not required under the Securities Act or any other applicable law, regulation, or rule of any governmental
agency.
13. Each type of Award made under this Agreement shall be subject to the additional provisions set forth in Part I below.
14. The Award is subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any
otherwise applicable vesting or performance conditions of the Award. Such events include, but are not limited to, termination of employment for Cause, termination of the Participant’s provision of Services to the Company or any Subsidiary,
violation of material Company or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct of the Participant that is detrimental to the business or reputation
of the Company or any Subsidiary.
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company,
as a result of misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company the amount
of any payment in settlement of all or any portion of this Award if such Award was earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document
embodying such financial reporting requirement.
In addition, this Award is subject to any clawback policy adopted by the Board of Directors from time to time,
whether pursuant to the provisions of Section 954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise.
15. The Participant acknowledges he or she has read the Plan which can be found in Shareworks under the Documents tab and represents that he or she
is familiar with the terms and provisions thereof. The Participant hereby accepts the Awards made by this Agreement, effective as of the date of grant, subject to all the terms and provisions of the Plan.
| |
PROVIDENT FINANCIAL SERVICES, INC.
|
| |
|
PART I: RESTRICTED STOCK
Performance-Vesting Awards
1. For Performance-Vesting Awards, dividends or distributions declared and paid with respect to unvested Shares of Restricted Stock subject to the
Award shall not be paid to the Participant; however, cash dividends shall accrue and shall be paid to the Participant
on Shares issued to the Participant for Performance-Vesting Awards if and when they vest.
2. The Participant shall not
have the right to vote the unvested Shares of Restricted Stock that are Performance-Vesting Awards.
3. The vested Shares of Restricted Stock awarded hereunder may be certificated or issued in electronic form, in the sole discretion of the Company.
The Restricted Stock awarded to the Participant shall not be sold, assigned, transferred, pledged, or otherwise encumbered by the Participant until such Restricted Stock has vested.
4. At the time the Restricted Stock vests based on achievement of the performance-based conditions to vesting, the Company shall deliver to the
Participant (or if the Restricted Stock is deemed to vest due to the Participant’s death, to the Participant’s beneficiary) Shares of Common Stock of the Company representing the number of shares earned, absent any restrictions that may have been
imposed under the Plan.
5. Generally, upon vesting of the Shares of Restricted Stock, the Participant will recognize ordinary income tax, which will be included on the
Participant’s IRS Form W-2 (if the Participant is an employee) or on IRS Form 1099 (if the Participant is not an employee) for the calendar year in which the vesting occurs. The Participant acknowledges that the Company has advised the Participant
of the possibility of making an election under Code Section 83(b) with respect to the Restricted Stock and has recommended that the Participant consult a qualified tax advisor regarding the desirability of making such an election in light of the
Participant’s individual circumstances.
APPENDIX A
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Performance Goals
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Threshold
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Target
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Maximum
|
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|
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|
|
|
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|
|
|
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4
EXHIBIT 10.4
PROVIDENT FINANCIAL SERVICES, INC.
2024 LONG-TERM EQUITY INCENTIVE PLAN
RESTRICTED STOCK
AWARD AGREEMENT
(OUTSIDE DIRECTORS)
A. Effective ##Grant Date##, an Award of ##Grant Number## shares of common
stock, par value $.01, of Provident Financial Services, Inc. (the “Company”) is hereby granted to ##Participant Name## (the “Participant”), subject in all respects to the vesting
provisions and all of the other terms and provisions of the Provident Financial Services, Inc. 2024 Long-Term Equity Incentive Plan (the “Plan”),
which has been approved by the board of directors and the stockholders of the Company, which is incorporated herein by reference. The terms of this Agreement are subject to the terms and conditions of the Plan, except where otherwise indicated.
Capitalized terms used herein but that are not defined shall have the same meaning as in the Plan.
B. Restricted Stock awarded herein shall vest on ##One Year after Grant Date##. All shares of Stock awarded hereunder will be issued in electronic form, and the Company and its
transfer agent shall maintain appropriate bookkeeping entries that evidence the Participant’s ownership of the Restricted Stock.
C. No cash dividends shall be paid with respect to any Restricted Stock awarded herein unless and until the Participant vests in the underlying shares of Restricted Stock.
D. The Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock awarded herein.
PROVIDENT FINANCIAL SERVICES, INC.
By: __________________________________
[Compensation Committee]
ATTEST:
By: _________________________________
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 28, 2024, with respect to the consolidated financial statements of Provident
Financial Services, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Short Hills, New Jersey
May 30, 2024
EXHIBIT 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statement on Form S-8 of Provident Financial Services, Inc. of our
reports dated February 28, 2024, with respect to the consolidated financial statements of Lakeland Bancorp, Inc., and the effectiveness of internal control over financial reporting, which reports appear in the Form 8-K of Provident Financial
Services, Inc. dated May 6, 2024.
/s/ KPMG LLP
Short Hills, New Jersey
May 30, 2024
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
Provident Financial Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount to be Registered(1)
|
Proposed Maximum Aggregate Offering Price Per Share(2)
|
Maximum Aggregate Offering Price(2)
|
Fee Rate
|
Amount of Registration Fee(2)
|
|
Equity
|
Common stock, $0.01 par value per share
|
457(c) and 457(h)
|
2,849,860
|
$14.24
|
$40,582,006.40
|
0.0001476
|
$5,989.90
|
|
Total Offering Amounts
|
|
$40,582,006.40
|
|
$5,989.90
|
|
Total Fee Offsets
|
|
|
|
$0.00
|
|
Net Fee Due
|
|
$40,582,006.40
|
|
$5,989.90
|
___________________________________________
|
(1)
|
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to
the Provident Financial Services, Inc. 2024 Long-Term Equity Incentive Plan (the “Equity Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Provident Financial Services, Inc. (the
“Company”) pursuant to 17 C.F.R. Section 230.416(a).
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Global Select Market on May 29, 2024.
|
Table 2: Fee Offset Claims and Sources
N/A
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