Exhibit 10.4
MIDDLEBURG FINANCIAL
CORPORATION
Restricted Stock Award
Agreement
THIS AGREEMENT dated as of the 11th
day of June, 2008, between MIDDLEBURG FINANCIAL CORPORATION, a
Virginia corporation (the “Company”), and
__________________ (“Participant”), is made pursuant
and subject to the provisions of the Middleburg Financial
Corporation 2006 Equity Compensation Plan, (the
“Plan”). All terms used herein that are defined in the
Plan have the same meaning given them in the Plan.
1.
Award of Stock
. Pursuant to the Plan, the
Company, on _________________ (the “Award Date”),
granted Participant _________ shares of Common Stock
(“Restricted Stock”), subject to the terms and
conditions of the Plan and subject further to the terms and
conditions set forth herein.
2.
Restrictions
. Except as provided in this
Agreement, the Restricted Stock is nontransferable and is subject
to a substantial risk of forfeiture.
3.
Vesting
. Participant’s interest in
the shares of Restricted Stock shall be transferable and
nonforfeitable (“Vested”) as follows: twenty-five
percent (25%) of the shares of Restricted Stock subject to this
Award on the first anniversary of the Award Date, another
twenty-five percent (25%) of the shares of Restricted Stock subject
to this Award on the second anniversary of the Award Date and the
remaining fifty percent (50%) of the shares of Restricted Stock
subject to this Award on the third anniversary of the Award Date.
Any shares that have not previously become Vested or forfeited,
shall become Vested as of (i) the date of a Change in Control or
(ii) the date of the Participant’s death.
4.
Forfeiture
. All shares of Restricted Stock
that are not then Vested shall be forfeited if Participant’s
employment with the Company or an Affiliate terminates prior to the
date such shares have become Vested pursuant to Section
3.
5.
Shareholder
Rights . Participant
will have all the rights of a shareholder of the Company with
respect to the Restricted Stock, including the right to receive
dividends on and to vote the Restricted Stock; provided, however,
that (i) Participant may not sell, transfer, pledge, exchange,
hypothecate or otherwise d
