Form of Employee Restricted Stock Agreement under the FinWise Bancorp 2019 Stock Option Plan

1.         Issuance of Award.  Pursuant to and subject to the terms of the Company’s 2019 Stock Option Plan (the “Plan”) and this Agreement, the Company hereby grants to the Executive, as of the Effective Date, an award of _____________ restricted shares of Common Stock (the “Award”).

2.          Incorporation of Plan.  All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

3.           Vesting; Forfeiture.

3.1.       Vesting.  Subject to Section 3.2, a number of whole shares as close as possible to ⅓ of the Award will vest on each of the first three anniversaries of the Effective Date (each such date, a “Vesting Date”), provided that with respect to each Vesting Date, the Return on Average Assets (“ROAA”) for FinWise Bank (the “Bank”), a wholly-owned subsidiary of the Company, for the most recent annual period ended on or immediately prior to such Vesting Date that is also ended on the last day of the most recent annual period for which the Federal Deposit Insurance Corporation (the “FDIC”) has published a national average ROAA is at least ___ times the national average ROAA published by the FDIC for such annual period.

3.2.      Forfeiture.  If the Executive’s service with the Company or an affiliate of the Company terminates for any reason, whether by the employer or the Executive, prior to his becoming vested in all of the shares of Common Stock comprising the Award, then any part of the Award in which the Executive is not vested at the time of such termination, shall be automatically forfeited and cancelled without any payment thereon and all dividends or other distributions accrued with respect to such forfeited shares also shall be forfeited.

4.1.        Reasonably promptly after the later to occur of the Effective Date and the execution and delivery of this Agreement by the parties hereto, the Company shall either issue stock certificates, registered in the name of the Executive, evidencing the shares of the Award or shall make (or cause to be made) an appropriate book entry reflecting the Executive’s ownership of such shares.  The restricted shares, if certificated, shall bear a legend reflecting the restrictions and forfeiture provisions set forth in the Plan and thus Agreement, and if held in uncertificated form, shall be subject to an appropriate electronic coding or stop order.  Each such stock certificate shall be held in the custody of the Company until such shares vest.

4.2.        The Executive shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of the Award, except to the extent a stock certificate is issued therefor or an appropriate book entry is made reflecting the issuance thereof pursuant to Section 4.1 hereof, and then only from the date such certificate is issued or such book entry is made.  Following the issuance of such stock certificate or the making of such book entry, the Executive shall have all rights as a shareholder of common stock for all shares comprising the Award, whether or not such shares are vested, including all rights to dividends, subject to forfeiture of such dividends in the event that the underlying shares are later forfeited, as well as the right to vote; provided, however, that the Executive acknowledges that unless he has made an election under Section 83(b) of the IRS Code, any amounts paid as dividends on shares that have not vested may be treated as additional compensation to the Executive and the Executive hereby authorizes the Company to withhold any taxes or other amounts required to be withheld from such dividends.

4.3.        Unless the Administrator otherwise determines, any property received by the Executive with respect to a share of the Award as a result of any cash dividend, stock dividend, recapitalization, merger, consolidation, combination, exchange of shares, distribution or otherwise, (i) will not vest until such share of the Award vests, (ii) may, in the sole discretion of the Administrator, be held in custody by the Company and (iii) shall be subject to the provisions of this Agreement, and to all other restrictions as apply to the shares in respect of which such property was paid.  The Company shall issue to the Executive a receipt evidencing the property held by it in respect of the Award.  Any such property received by the Executive with respect to a share of the Award shall be delivered to the Company in the event such share is forfeited.  Any securities received by the Executive with respect to a restricted share of the Award as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise shall bear a legend or be subject to an electronic coding or stop order, as set forth in Section 4.1 hereof.

14.         Non-solicitation.

14.1.      In consideration of the Award, the Executive agrees and covenants not to:

a.          directly or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company or its Affiliates for twelve months following the Executive’s termination of employment; or

b.        or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the current customers of the Company or any of its Affiliates for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its Affiliates for a period of twelve months following the Executive’s termination of employment.

14.2.     In the event of a breach or threatened breach of any of the covenants contained in Section 14.1, the Executive hereby consents and agrees that the Company shall be entitled to, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.

15.1.     Financial Restatement.  In the event of the restatement of the Company’s financial statements due to material noncompliance with financial reporting requirements under applicable securities laws, as required by the Securities and Exchange Commission, any portion of the Award that would not have been granted to the Executive or which would not have vested, after giving effect to the restatement, will be subject to forfeiture.

15.2.     Financial Loss or Reputational Damage. If the Company suffers extraordinary financial loss, reputational damage or similar adverse impact as a result of actions taken or decisions made by the Executive in circumstances constituting illegal or intentionally wrongful conduct, gross negligence or seriously poor judgment, the entire Award will be subject to forfeiture.

15.3.      Risk-Adjustment: Unvested shares of the Award will be subject to forfeiture if the Executive engaged in risk-taking that is determined by the Administrator to be outside the company’s risk parameters.