FORM OF RESTRICTED STOCK AWARD AGREEMENT Granted by NB BANCORP, INC. under the NB BANCORP, INC. 2025 EQUITY INCENTIVE PLAN
Exhibit 10.2
FORM OF RESTRICTED STOCK AWARD AGREEMENT
Granted by
under the
NB BANCORP, INC. 2025 EQUITY INCENTIVE PLAN
This Restricted Stock Award Agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the NB Bancorp, Inc. 2025 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of this Agreement, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts the Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” means NB Bancorp, Inc., including its present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.
(subject to adjustment pursuant to Section 8 hereof).
Vesting Date | Number of Shares Vesting |
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If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.
6.1 | The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. |
6.2 | No cash dividends shall be paid with respect to the Restricted Stock Award unless and until the Participant vests in the underlying share(s) of Restricted Stock. Upon the vesting of the Restricted Stock Award, any dividends declared on the Stock during the vesting period will be paid within thirty (30) days following the vesting date. Any stock dividends declared on shares of Stock subject to the Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which the dividends were derived. All unvested dividends shall be forfeited by the Participant to the extent the underlying Restricted Stock Awards are forfeited. |
Notwithstanding the vesting schedule set forth in Section 4 of this Agreement, upon the Participant’s Termination of Service, this Restricted Stock Award will vest in accordance with the terms of the Plan and as follows:
9.1 | Death. In the event of the Participant’s Termination of Service by reason of death, any unvested shares of Restricted Stock subject to this Agreement will immediately vest. |
9.2 | Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this Agreement will immediately vest. |
9.5 | Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause or an Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service. |
Except as otherwise provided in this Agreement, this Restricted Stock Award will not confer upon the Participant any rights as a stockholder of the Company with respect to the shares |
underlying the Award prior to the date on which the individual fulfills all conditions for receipt of such rights.
10.2 | Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. |
10.3 | This Restricted Stock Award is not transferable except as provided for in the Plan. |
10.4 | This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. |
10.5 | Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate. |
10.6 | This Restricted Stock Award is subject to forfeiture and clawback in accordance with the provisions of Sections 7.17 and 7.20 of the Plan. |
10.9 | In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control. |
10.10 | This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
Name:
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the NB Bancorp, Inc. 2025 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the NB Bancorp, Inc. 2025 Equity Incentive Plan.
PARTICIPANT
Name: