|
<PAGE>
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR THE BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the
"Participant") by BV
Financial, Inc. (the "Company") as of ___________, the date the
Compensation
Committee awarded the Participant restricted Shares pursuant to
the BV
Financial, Inc. 2005 Equity Incentive Plan (the "2005 Plan"),
subject to the
terms and conditions of the 2005 Plan and this Award
Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR RESTRICTED STOCK AWARD: _________ Shares (subject to
adjustment as may be necessary
pursuant to Section 11 of the
2005 Plan).
2. GRANT DATE: _________
Unless sooner vested in accordance with Section 3 of the Terms
and Conditions
(attached hereto) or otherwise in the discretion of the
Committee, the
restrictions imposed under Section 2 of the Terms and Conditions
will expire as
to the following percentage of the Shares awarded hereunder, on
the following
respective dates; provided that Participant is then still
employed by or in
service with the Company or any of its subsidiaries:
Percentage of Number of Shares
Shares Vesting Vesting Vesting Date
-------------- ------- ------------
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
IN WITNESS WHEREOF, BV Financial, Inc., acting by and through
the
Compensation Committee of the Board of Directors of the Company,
has caused this
Award Agreement to be executed as of the Grant Date.
BV FINANCIAL, INC.
By:
---------------------------------------
On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:
----------------------------------
[ ]
---------------------------
Date
<PAGE>
TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares
underlying a
Participant's Restricted Stock Award are stated on page 1 of
this Award
Agreement. Capitalized terms used herein and not otherwise
defined
shall have the meanings assigned to such terms in the 2005
Plan.
2. RESTRICTIONS. The unvested Shares underlying a Participant's
Restricted
Stock Award are subject to the following restrictions
("Restricted
Shares") until they expire or terminate.
(a) Restricted Shares may not be sold, transferred,
exchanged,
assigned, pledged, hypothecated or otherwise encumbered.
(b) If a Participant's employment or service with the Company or
any
Affiliate terminates for any reason other than as set forth
in
paragraph (b) of Section 3 hereof, then the Participant
forfeits
all of his rights, title and interest in and to the
Restricted
Shares as of the date of termination, and such Restricted
Shares
shall revert to the Company under the terms of the 2005
Plan.
(c) Restricted Shares are subject to the vesting schedule set
forth
on page 1 of this Award Agreement.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions
imposed
under Section 2 will expire on the earliest to occur of the
following
(the period prior to such expiration being referred to herein as
the
"Restricted Period"):
(a) As to the percentages of the Shares specified on page 1 of
this
Award Agreement, on the respective dates specified on page
1;
provided the Participant is then still employed by or in
service
of the Company or an Affiliate; or
(b) Termination of a Participant's employment by reason of death
or
Disability; or
(c) A Change in Control.
4. DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING
SCHEDULE ON
PAGE 1), the 2005 Plan Trustee will distribute the Shares
(and
accumulated dividends and earnings, if any) in accordance with
the
instructions it receives from the Participant.
5. VOTING AND DIVIDEND RIGHTS. A Participant, as beneficial
owner of the
Shares, shall have full voting and dividend rights with respect
to the
Shares during and after the Restricted Period. If a
Participant
forfeits any rights he or she may have under this Award
Agreement in
accordance with Section 2, the Participant shall no longer have
any
rights as a shareholder with respect to the Restricted Shares or
any
interest therein and the Participant shall no longer be entitled
to
receive dividends on such Shares.
2
<PAGE>
6. CHANGES IN CAPITAL STRUCTURE. In the event of a corporate
event or
transaction involving the Company (including, without
limitation, any
stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation,
split-up,
spin-off, combination or exchange of shares), the Committee may
adjust
this award to preserve the benefits or potential benefits of
this
award. Without limiting the foregoing, in the event of a
subdivision of
the outstanding Stock (stock-split), a declaration of a
dividend
payable in Stock, or a combination or consolidation of the
outstanding
Stock into a lesser number of Shares, the Shares then subject to
this
Award Agreement shall automatically be adjusted
proportionately.
7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award
Agreement shall
interfere with or limit in any way the right of the Company or
any
Affiliate to terminate a Participant's employment or service at
any
time, nor confer upon a Participant any right to continue in the
employ
or service of the Company or any Affiliate.
8. PAYMENT OF TAXES. A Participant may make an election to be
taxed upon
his or her Restricted Stock Award under Section 83(b) of the
Code
within 30 days of the Grant Date. If an 83(b) Election is not
made,
--------------------------------
upon vesting of the Restricted Stock Award the Committee is
entitled to
require as a condition of delivery: (i) that the Participant
remit an
amount sufficient to satisfy any and all federal, state and
local (if
any) tax withholding requirements and employment taxes (I.E.,
FICA and
FUTA), (ii) that the withholding of such sums come from
compensation
otherwise due to the Participant or from Shares due to the
Participant
under the 2005 Plan, or (iii) any combination of the foregoing.
Any
withholding shall comply with Rule 16b-3 or any amendments
or
successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE
SELF-EMPLOYED AND
NOT SUBJECT TO TAX WITHHOLDING.
9. PLAN CONTROLS. The terms contained in the 2005 Plan are
incorporated
into and made a part of this Award Agreement and this Award
Agreement
shall be governed by and construed in accordance with the 2005
Plan. In
the event of any actual or alleged conflict between the
provisions of
the Plan and the provisions of this Agreement, the provisions of
the
Plan shall be controlling and determinative.
10. SEVERABILITY. If any one or more of the provisions contained
in this
Agreement is deemed to be invalid, illegal or unenforceable, the
other
provisions of this Agreement will be construed and enforced as
if the
invalid, illegal or unenforceable provision had never been
included.
11. NOTICE. Notices and communications under this Agreement must
be in
writing and either personally delivered or sent by registered
or
certified United States mail, return receipt requested,
postage
prepaid. Notices to the Company must be addressed to:
BV Financial, Inc.
1230 Light Street
Baltimore, Maryland 21230
Attn: Edmund T. Leonard
3
<PAGE>
or any other address designated by the Company in a written
notice to
Participant. Notices to Participant will be directed to the
address of
Participant then currently on file with the Company, or at any
other
address given by Participant in a written notice to the
Company.
12. SUCCESSORS. This Award Agreement shall be binding upon any
successor of
the Company, in accordance with the terms of this Award
Agreement and
the 2005 Plan.
4
<PAGE>
FORM OF
INCENTIVE STOCK OPTION AWARD AGREEMENT
FOR THE BV FINANCIAL, INC. 2005 EQUITY INCENTIVE PLAN
This Award Agreement is provided to ________________ (the
"Participant") by BV
Financial, Inc. (the "Company") as of _________, the date the
Compensation
Committee granted the Participant the right and option to
purchase Shares
pursuant to the BV Financial, Inc. 2005 Equity Incentive Plan
(the "2005 Plan"),
subject to the terms and conditions of the 2005 Plan and this
Award Agreement:
1. OPTION GRANT: You have been granted an INCENTIVE
STOCK OPTION (referred to in this
Agreement as your "Option").
2. NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ___________ Shares (subject to
adjustment as may be necessary
pursuant to Section 11 of the 2005
Plan).
3. GRANT DATE: ___________
4. EXERCISE PRICE: You may purchase Shares covered by
your Option at a price of $_______
per share.
Unless sooner vested in accordance with Section 2 of the Terms
and
Conditions (attached hereto) or otherwise in the discretion of
the Committee,
the Options shall vest (become exercisable) in accordance with
the following
schedule:
<TABLE>
<CAPTION>
Continuous Status Percentage of Number of Shares
as a Participant Option Vested/ Available for
after Grant Date Number of Shares Exercise Vesting Date
---------------- ---------------- -------- ------------
<S> <C> <C> <C>
Less than 1 year _____ _____ ______
1 year _____ _____ ______
2 years _____ _____ ______
3 years _____ _____ ______
4 years _____ _____ ______
5 years _____ _____ ______
</TABLE>
IN WITNESS WHEREOF, BV Financial, Inc. acting by and through,
has
caused this Award Agreement to be executed.
BV FINANCIAL, INC.
ACCEPTED BY PARTICIPANT: By:
---------------------------------------
On behalf of the Compensation Committee
--------------------------
[ ]
--------------------------
Date
<PAGE>
TERMS AND CONDITIONS
1. GRANT OF OPTION. The Grant Date, Exercise Price and number of
Shares
subject to your Option are stated on page 1 of this Award
Agreement.
Capitalized terms used herein and not otherwise defined shall
have the
meanings assigned to such 2005 Plan. The Company intends this
grant to
qualify as an Incentive Stock Option.
2. VESTING OF OPTIONS. The Option shall vest (become
exercisable) in
accordance with the schedule shown on page 1 of this Award
Agreement.
Notwithstanding the vesting schedule on page 1, the Option will
also
vest and become exercisable:
(a) Upon a Participant's death or Disability during his or
her
Continuous Status as a Participant; or
(b) Upon a Change in Control.
3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The
term of the
Options will be for a period of ten (10) years, expiring at 5:00
p.m.,
Eastern Time, on the tenth anniversary of the Grant Date
(the
"Expiration Date"). To the extent not previously exercised, the
vested
Options will lapse prior to the Expiration Date upon the
earliest to
occur of the following circumstances:
(a) Three (3) months after the termination of the
Participant's
Continuous Status as a Participant for any reason other than
by reason of the Participant's death or Disability.
(b) Twelve (12) months after termination of the
Participant's
Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of the Participant's
death,
if Participant dies while employed, or during the
three-month
period described in subsection (a) above or during the
twelve-month period described in subsection (b) above and
before the Options otherwise lapse. Upon the Participant's
death, the Options may be exercised by Participant's
beneficiary designat
| 
