FORM OF VILLAGE BANK AND TRUST FINANCIALCORP. PERFORMANCE-BASED RESTRICTED STOCK UNITAWARD AGREEMENT

Exhibit 10.1

Date of Grant: ____________, 20___

FORM OF VILLAGE BANK AND TRUST FINANCIAL CORP.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Agreement”), dated as of ____________, 20__, by and between Village Bank and Trust Financial Corp. (the “Company”) and ____________ evidences the grant on ____________, 20__ by the Company of an award of restricted stock units (the “Restricted Stock Unit Award”) to you and your acceptance of the Restricted Stock Unit Award.

The grant of this Restricted Stock Unit Award is made in accordance with the Village Bank and Trust Financial Corp. 2015 Stock Incentive Plan (the “Plan”), a copy of which is available from the Company upon request. The terms of the Plan are incorporated into this Agreement by reference. In the case of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. Any term used in this Agreement that is defined in the Plan shall have the same meaning given to that term in the Plan. References in this Agreement to the “Company” also shall mean and refer to any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, unless the context otherwise requires.

1. Award of Restricted Stock Units.

(a) The Board awards you ____________ restricted stock units (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Company Stock, subject to the vesting schedule in Section 2 and the other terms and conditions of this Agreement and the Plan.

(b) The Restricted Stock Units shall be credited to a separate account maintained for you on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

2. Vesting. Except as otherwise provided herein, provided that you remain an employee of the Company through the applicable vesting date, the Restricted Stock Units will vest in accordance with the following schedule (the period during which the restrictions apply, the “Restricted Period”):

Once vested, the Restricted Stock Units become “Vested Units” and shares of Company Stock representing the Vested Units will be issued in accordance with the settlement procedures set forth in Section 6.

3. Effect of Termination.

(a) If your employment is terminated for any reason, including by reason of your retirement, death or Disability, before all of your Restricted Stock Units have vested, all Restricted Stock Units that are not then vested shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligation to you under this Agreement.

(b) If a Change in Control of the Company occurs during the Restricted Period and you have remained employed with the Company through the date the Change in Control occurs, any remaining unvested Restricted Stock Units shall be automatically vested upon the Change in Control.

4. Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, during the Restricted Period and until such time as the Restricted Stock Units are settled in accordance with Section 6, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by you and all of your rights to such units shall immediately terminate without any payment or consideration by the Company.

5. Rights as a Shareholder.

(a) You shall not have any rights of a shareholder with respect to the shares of Company Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Company Stock.

(b) Upon and following the settlement of the Restricted Stock Units, you shall be the record owner of the shares of Company Stock underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

6. Settlement of Vested Restricted Stock Units. Subject to Section 10, promptly after the vesting date the Company shall issue and deliver to you (or issue via book entry) the number of shares of Company Stock equal to the number of Vested Units and enter your name on the books of the Company as the shareholder of record with respect to the shares of Company Stock issued to you.

7. No Right to Continued Employment. Neither the Plan nor this Agreement shall confer upon you any right to continued employment by the Company nor shall it interfere in any way with the right of the Company to terminate your employment at any time.

8. Change in Capital Structure. If the number of outstanding shares of the Company Stock is increased or decreased as a result of a subdivision or consolidation of shares, the payment of a stock dividend, stock split, or any other change in the capitalization effective without receipt of consideration by the Company, the number of Restricted Stock Units awarded under this Agreement that have not vested shall be appropriately adjusted by the Company, whose determination shall be binding.

9. Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia.

10. Tax Liability and Withholding.

(a) You shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to you pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company may permit you to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(b) Notwithstanding any action the Company takes with respect to any or all income tax, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains your responsibility and the Company: (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the Restricted Stock Units or the subsequent sale of any shares; and (ii) does not commit to structure the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items.

11. Clawback. In accordance with Section 19 of the Plan, any shares of Company Stock awarded to you in settlement of Restricted Stock Units are subject to clawback as may be required by law, government regulation or stock exchange listing requirement (or any policy adopted by the Company or any Affiliate pursuant to any such law, government regulation or stock exchange listing requirement). In addition, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, the Committee in its sole discretion may require you to surrender a portion or all of the shares of Company Stock received in settlement for your Restricted Stock Units. The Committee has the right to modify any Awards to you under the Plan should repayment by you not occur.

12. Acceptance of Award. By signing below, you confirm your acceptance of the Restricted Stock Unit Award and agreement to the terms and conditions set forth in this Agreement, which, together with the terms of the Plan, shall become the Company’s Restricted Stock Unit Award Agreement with you. You also agree to all of the terms and conditions of the Plan. This Agreement will not be effective until it is signed and returned.

13. Entire Agreement, Amendment. This Agreement constitutes the entire agreement between the Company and you and shall be binding upon your legatees, distributees, and personal representatives and the successors of the Company. This Agreement may only be amended by a writing signed by both the Company and you.

14. Compliance with Law. The issuance and transfer of shares of Company Stock shall be subject to compliance by the Company and you with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of common stock may be listed. No shares of Company Stock shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

15. Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the President and Chief Executive Officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

16. Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A of the Code.

[Signatures appear on the following page.]

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

VILLAGE BANK AND TRUST FINANCIAL CORP.

By: _________________________

[Name]

[Title]

__________________________

[Name of Grantee]