2014Omnibus Incentive Plan Restricted Stock Award Agreement

Exhibit 10.1

2014 Omnibus Incentive Plan
Restricted Stock Award Agreement

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of _____________ (the “Grant Date”), is made by and between Triumph Bancorp, Inc., a Texas corporation (the “Company”), and ______________ (“Participant”).  Capitalized terms used herein without definition have the meanings ascribed to such terms in the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide the Company and its Subsidiaries and Affiliates with a means of providing incentives for future performance of services directly linked to the profitability of the Company’s businesses and increases in shareholder value; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant Participant an award of Restricted Stock on the terms and subject to the conditions set forth in this Agreement and the Plan.

NOW THEREFORE, in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Restricted Stock Award.

2. Vesting.

3. Tax Withholding.  No later than the date as of which an amount first becomes includible in the gross income of Participant for federal income tax purposes with respect to any Shares of Restricted Stock, Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld with respect to such amount.  Participant may direct the Company, to the extent permitted by law and as may be authorized by the Committee or as may otherwise be permitted under Section 14(d) of the Plan, to deduct any such taxes from any payment otherwise due to Participant, including the delivery of Shares of the Restricted Stock that gives rise to the withholding requirement.  The Company’s obligation to deliver the Restricted Stock or any certificates evidencing the Restricted Stock (or to make a book entry or other electronic notation indicating ownership of the Shares), or otherwise remove the restrictive notations or legends on such Shares or certificates that refer to nontransferability as set forth in Section 4, is subject to the condition precedent that Participant either pay or provide for the amount of any such withholding.  Participant shall not attempt or purport to elect under Section 83(b) of the Code to pay income tax at the time of grant of the Restricted Stock.

4. Issuance of Restricted Stock.  The Restricted Stock shall be issued by the Company and shall be registered in Participant’s name on the stock transfer books of the Company promptly after the Grant Date.  Any certificates representing Restricted Stock shall remain in the physical custody of the Company or its designee at all times prior to, in the case of any particular Share of the Restricted Stock, the date on which such Share vests.  Any certificates representing Restricted Stock shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of ___________ between Triumph Bancorp, Inc. and ______________.  A copy of such Agreement is on file at the offices of Triumph Bancorp, Inc.

As soon as practicable following the vesting of any Restricted Stock, the Company shall ensure that its stock transfer books reflect the vesting. If certificates for the Restricted Stock exist, such certificates for such vested Restricted Stock shall be delivered to Participant or to Participant’s legal representative along with the stock powers relating thereto.

5. Dividend and Voting Rights.  After the Grant Date, Participant shall be the record owner of the Restricted Stock, unless and until such Restricted Stock is forfeited pursuant to Participant’s Termination of Service or sold or otherwise disposed of after becoming vested, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights; provided that (a) any cash dividends paid with respect to Restricted Stock shall be withheld by the Company and shall be deemed to be reinvested in additional Shares of Restricted Stock, and (b) in the case of a dividend paid in Shares, any such additional Shares shall become Restricted Stock, in the case of clauses (a) and (b) with such additional Shares of Restricted Stock to be subject to the same vesting and forfeiture conditions, restrictions, and schedule as applied to the Restricted Stock with respect to which the applicable dividend was paid.

6. Transferability.  The Restricted Stock may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, its Subsidiaries and its Affiliates; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  The Restricted Stock shall be subject to the restrictions on transfer set forth in the Plan and this Agreement.

7. Adjustment.  In the event of any event described in Section 3(c) of the Plan occurring after the Grant Date, the adjustment provisions as provided for under Section 3(c) of the Plan shall apply to the Restricted Stock.

8. Change in Control.  Upon a Change in Control of the Company occurring after the Grant Date, the Restricted Stock shall immediately vest in full and be free of restrictions.

9. Clawback Policy.  Participant agrees that, notwithstanding any other provision of this Agreement or the Plan, the Restricted Stock awarded under this Agreement shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback policy that the Company may adopt and that is applicable to Participant, as it may be amended from time to time, and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation.  

10. Miscellaneous.

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if to the Company to:

Triumph Bancorp, Inc.
12700 Park Central Drive, Suite 1700
Dallas, TX 75251
Facsimile:   ###-###-####
Attention:  General Counsel

if to Participant:  at the address last on the records of the Company.

All such notices, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered; (ii) when delivered by courier, if delivered by commercial courier service; (iii) five business days after being deposited in the mail, postage prepaid, if mailed; and (iv) when receipt is mechanically acknowledged, if by facsimile.

11. Compliance with Legal Requirements.  The grant of the Restricted Stock and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable laws, rules and regulations.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.