Form of Bancorp 34, Inc. Restricted Stock Award Agreement

Exhibit 10.12 

Restricted Stock Award

FORM OF

RESTRICTED STOCK AWARD AGREEMENT

Granted by

BANCORP 34, INC.

under the

BANCORP 34, INC. 2022 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the Bancorp 34, Inc. 2022 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” means Bancorp 34, Inc. including its parent and all present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.            Name of Participant:______________________________________________________

2.            Date of Grant: _________, 20___.

(subject to adjustment pursuant to Section 8 hereof)

The Restricted Stock granted under this Agreement shall, subject to Section 9 of this Agreement, vest in accordance with the following schedule:

If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

6.1       The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.

6.2       A Participant granted Restricted Stock will have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends thereon provided, however, that dividends payable with respect to Restricted Stock Awards (whether paid in cash or shares of Stock) will be subject to the same vesting conditions applicable to the Restricted Stock and will, if vested, be delivered or paid at the same time as the restrictions on the Restricted Stock to which they relate lapse.

9.            Effect of Termination of Service on Restricted Stock Award.

Upon the Participant’s Termination of Service, this Restricted Stock Award will vest as follows:

10.       Miscellaneous.

[Signature page follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Bancorp 34, Inc. 2022 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Bancorp 34, Inc. 2022 Equity Incentive Plan.