Form of Restricted Stock Award Agreement for Non-Employee Director
CBM BANCORP, INC.
2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD
This restricted stock agreement (Restricted Stock Award or Agreement) is and will be subject in every respect to the provisions of the 2019 Equity Incentive Plan (the Plan) of CBM Bancorp, Inc. (the Company) 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 (Committee) will be final, binding and conclusive upon the Participant and the Participants heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term Company will include the parent and all present and future subsidiaries of the Company 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.
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Date of Grant. May 14, 2019.
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Total number of shares of Company common stock, $0.01 par value per share, covered by the Restricted Stock Award: 8,464
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award, or portion thereof, first becomes earned and vested in accordance with the vesting schedule specified herein, provided that the Participant shall continue in the Service of the Company as of such Vesting Date, as follows:
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| ||Number of Shares Vesting|
May 14, 2020
May 14, 2021
May 14, 2022
May 14, 2023
May 14, 2024
Vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan (in the event of the death or Disability of the Participant or upon a Change in Control of the Company).
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Grant of Restricted Stock Award.
The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.
If certificated, the certificates evidencing the Restricted Stock Award will bear a legend in accordance with Section 2.3(a) of the Plan restricting the transferability of the Restricted Stock at all times prior to the applicable vesting date. 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.
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Once certificated, the Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.
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Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award prior to the vesting date will be distributed to the Participant within 30 days following the respective dividend payment date.
Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.
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In the event of a Change in Control, all Restricted Stock Awards held by the Participant will become fully earned and vested.
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A Change in Control will be deemed to have occurred as provided in Section 4.2 of the Plan.
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This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
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.
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|CBM BANCORP, INC.|
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|By: || ||Joseph M. Solomon|
|Its: || ||President|
As of the date of grant of this Restricted Stock Award set forth above, the undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2019 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Companys 2019 Equity Incentive Plan.