RESTRICTED STOCK
AGREEMENT
PURSUANT TO THE
CECIL BANCORP, INC.
2009 EQUITY INCENTIVE
PLAN
FOR OFFICERS AND EMPLOYEES
This Agreement shall constitute an
award of Restricted Stock (“Award”) for a total of
____________ shares of Common Stock of Cecil Bancorp, Inc. (the
“Corporation”), which is hereby granted to
________________________________ (the “Participant”) at
the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the Cecil
Bancorp, Inc. 2009 Equity Incentive Plan (the “Plan”)
adopted by the Corporation which is incorporated by reference
herein, receipt of which is hereby acknowledged.
1.
Purchase Price . The purchase price for each share of
Common Stock awarded by this Agreement is $0.00.
2.
Vesting of Plan Awards . The Award of such Common
Stock shall be deemed non-forfeitable in accordance with the
provisions of the Plan, provided the holder of such Award is an
employee, director or director emeritus of Cecil Bank (the
“Bank”) or the Corporation as of such date, as
follows:
|
|
(a)
|
Schedule of Vesting of Awards.
|
|
Date
|
Options
|
Percentage of Total
Shares Awarded Which
Are
Non-forfeitable
|
|
|
|
|
|
Upon grant
|
0
|
0%
|
|
As of _______, 2010
|
____
|
20%
|
|
As of _______, 2011
|
____
|
40%
|
|
As of _______, 2012
|
____
|
60%
|
|
As of _______, 2013
|
____
|
80%
|
|
As of _______, 2014
|
____
|
100%
|
(b)
Restrictions on Awards. This Award may not be delivered to
the recipient if the issuance of the Shares pursuant to the Award
would constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to the
Participant’s receipt of this Award, the Corporation may
require the person receiving this Award to make any representation
and warranty to the Corporation as may be required by any
applicable law or regulation.
3.
Non-transferability of Award . This Award may not be
transferred in any manner prior to such Award, or portion thereof,
being deemed non-forfeitable. Notwithstanding anything herein or in
the Plan to the contrary, all Shares subject to an Award held by a
Participant whose employment or service with the Bank or the
Corporation terminates due to death shall be deemed 100% earned and
nonforfeitable as of the Participant’s last date of
employment or service with the Corporation or the Bank and shall be
distributed as soon as practicable thereafter to the Beneficiary as
set forth in accordance with the Plan.
4.
Other Restrictions on Award . This Award shall be
subject to such other restrictions and limitations as are contained
in the Plan or as determined by the Plan Committee administering
such Plan. Such Award shall be immediately 100% vested upon death
or Disability (as determined by the Plan Committee) of the
Participant or upon a Change in Control of the Corporation or the
Bank.
5.
Adjustments . Subject to any required action by the
stockholders of the Corporation, the number of Shares of Common
Stock covered by this Award shall be proportionately adjusted for
the following e
