Restricted Stock Award Agreement Sample Contracts

BayCom Corp – BAYCOM CORP AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Time-Based Vesting] (April 11th, 2018)

Restricted Stock is hereby awarded as of the above Date of Grant by BayCom Corp, a California corporation (the "Company"), to the above-named Participant pursuant to the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (as the same may from time to time be amended, the "Plan"), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

Lawson Products, Inc. Amended and Restated Restricted Stock Award Agreement (April 11th, 2018)

This Amended and Restated Restricted Stock Award Agreement (the Agreement) is entered into as of April 11, 2018 (the Award Date) between Lawson Products, Inc. (the Company) and Michael G. DeCata (the Participant). Any term capitalized but not defined in this Agreement shall have the meaning set forth in the Lawson Products, Inc. 2009 Equity Compensation Plan, as amended and restated effective May 13, 2014, and as further amended April 9, 2018 (the Plan).

ACUITY BRANDS, INC. Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Restricted Stock Award Agreement for U.S. Grantees (April 4th, 2018)

WHEREAS, Acuity Brands, Inc., including its subsidiaries and other affiliates (the "Company") maintains the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan (the "Plan"), under which the Compensation Committee of the Company's Board of Directors (the "Committee") has authority to make awards of restricted shares of the Company's common stock to select employees and members of the Board of Directors of the Company and its Subsidiaries; and

ACUITY BRANDS, INC. Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Restricted Stock Award Agreement for Directors (April 4th, 2018)

WHEREAS, Acuity Brands, Inc., including its subsidiaries and other affiliates (the "Company") maintains the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan (the "Plan"), under which the Compensation Committee of the Company's Board of Directors (the "Committee") has authority to make awards of restricted shares of the Company's Common Stock to members of the Board of Directors of the Company and its Subsidiaries; and

RESTRICTED STOCK AWARD AGREEMENT - Employee CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2017 (April 4th, 2018)

Caleres, Inc., a New York corporation (the "Company"), grants to the participant identified below an award of Restricted Shares, which shall be shares of the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2017 (the "Plan"), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 31, 2017), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the "Restricted Stock Award"), as follows:

RESTRICTED STOCK AWARD AGREEMENT - Employee CALERES, INC. INCENTIVE AND STOCK COMPENSATION PLAN OF 2017 (April 4th, 2018)

Caleres, Inc., a New York corporation (the "Company"), grants to the participant identified below an award of Restricted Shares, which shall be shares of the Company's Common Stock, $.01 par value ("Common Stock"), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2017 (the "Plan"), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of August 31, 2017), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the "Restricted Stock Award"), as follows:

Southwest Georgia Financial Corporation – Southwest Georgia Financial Corporation Restricted Stock Award Agreement (March 30th, 2018)

THIS RESTRICTED STOCK AWARD AGREEMENT, (this "Agreement"), dated as of (the "Date of Grant"), is made by and between Southwest Georgia Financial Corporation (the "Company"), and (the "Grantee").

Surface Oncology, Inc. – Restricted Stock Award Agreement Under the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan (March 23rd, 2018)

Pursuant to the Surface Oncology, Inc. 2018 Stock Option and Incentive Plan as amended through the date hereof (the Plan), Surface Oncology, Inc. (the Company) hereby grants a Restricted Stock Award (an Award) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.0001 per share (the Stock) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

Level One Bancorp Inc – LEVEL ONE BANCORP, INC. Restricted Stock Award Agreement (March 23rd, 2018)

Pursuant to the Restricted Stock Grant Notice (the Grant Notice) and this Restricted Stock Award Agreement (this Award Agreement), Level One Bancorp, Inc. (the Company) has granted the Participant, as identified in the Grant Notice, the number of restricted shares of the Companys Common Stock under the Companys 2014 Equity Incentive Plan (the Plan) indicated in the Grant Notice (the Restricted Shares). Capitalized terms not defined in this Award Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the Plan or the Grant Notice, respectively.

Manning & Napier Inc. – Manning & Napier, Inc. 2011 Equity Compensation Plan Restricted Stock Award Agreement (March 16th, 2018)

AGREEMENT, dated as of the date set forth in your Notice of Grant, between Manning & Napier, Inc., a Delaware corporation (the "Company"), Manning & Napier Group, LLC, a Delaware limited liability company ("MN Group"), and the individual (the "Participant") identified in the notice of restricted stock unit award grant ( the "Notice of Grant") delivered to Participant.

AUTOWEB, INC. AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN Restricted Stock Award Agreement (March 15th, 2018)

This Restricted Stock Award Agreement ("Agreement") is entered into effective as of the Award Date set forth on the signature page to this Agreement ("Award Date") by and between AutoWeb, Inc., a Delaware corporation ("Company"), and the person set forth as Participant on the signature page hereto ("Participant").

Party City Holdco Inc. – Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT (TIME AND PERFORMANCE-BASED VESTING) (March 14th, 2018)

THIS AGREEMENT (this Award Agreement), is made effective as of (the Date of Grant), by and between Party City Holdco Inc., a Delaware corporation (the Company), and (the Participant). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the Plan).

Addus Homecare Corp. – RESTRICTED STOCK AWARD AGREEMENT Pursuant to the ADDUS HOMECARE CORPORATION 2017 OMNIBUS INCENTIVE PLAN (March 14th, 2018)
Party City Holdco Inc. – Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan UNRESTRICTED STOCK AWARD AGREEMENT (NON-EMPLOYEE DIRECTORS) (March 14th, 2018)

THIS AGREEMENT (this Award Agreement), is made effective as of [*] (the Date of Grant), by and between Party City Holdco Inc., a Delaware corporation (the Company), and [*] (the Participant). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Party City Holdco Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan (as amended from time to time, the Plan).

Endologix Inc – Endologix, Inc. Second Amendment to Restricted Stock Award Agreement (March 13th, 2018)

This Second Amendment to Restricted Stock Award Agreement (this "Amendment") is made effective as of December 15, 2017 by and between Robert Mitchell (hereinafter referred to as "Purchaser") and Endologix, Inc., a Delaware corporation (hereinafter referred to as the "Company").

CRISPR Therapeutics AG – Restricted Stock Award Agreement Under the Crispr Therapeutics Ag (March 8th, 2018)

Pursuant to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan as amended through the date hereof (the "Plan"), CRISPR Therapeutics AG (the "Company") hereby grants a Restricted Stock Award (an "Award") to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value CHF 0.03 per share (the "Stock") of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

Carbo Ceramics, Inc. – Officer Restricted Stock Award Agreement (March 8th, 2018)

THIS AWARD AGREEMENT (the "Agreement"), made as of this [*], between CARBO Ceramics Inc. (the "Company"), a Delaware corporation, with its principal offices at 575 North Dairy Ashford, Suite 300, Houston, Texas 77079, and [*] (the "Participant").

Restricted Stock Award Agreement (March 8th, 2018)

This Restricted Stock Award Agreement (the "Agreement") includes the Notice of Issuance attached hereto as Exhibit A (the "Notice of Issuance"), which is incorporated herein by reference and is made and entered into as of the Date of Grant shown in the Notice of Issuance by and between Brainstorm Cell Therapeutics Inc. (the "Company") and the Participant named in the Notice of Issuance. Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan.

Dynamic Materials Corporation – DMC GLOBAL INC. 2016 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Notice of Restricted Stock Grant (March 8th, 2018)

DMC Global Inc. (the "Company") grants to the Grantee named below, in accordance with the terms of the DMC Global Inc. 2016 Omnibus Incentive Plan (the "Plan") and the Restricted Stock Award Agreement attached hereto (the "Agreement"), the following number of Shares of Restricted Stock (the "Restricted Stock") on the terms set forth below and in the Agreement. All capitalized terms not defined herein or in the Agreement shall have the meanings given to such terms in the Plan.

First Amendment to Rti Surgical, Inc. Stand Alone Restricted Stock Award Agreement #1 (March 2nd, 2018)

THIS FIRST AMENDMENT TO THE STAND ALONE RESTRICTED STOCK AWARD AGREEMENT #1 (this Amendment) is entered into on December 4, 2017, by and between RTI Surgical, Inc., a Delaware corporation (the Company), and Camille Farhat (the Grantee).

German American Bancorp – Restricted Stock Award Agreement (2017/2018 Additional Retainer) for _________________ ("Director") December 18, 2017 (March 1st, 2018)

German American Bancorp, Inc. (the "Company") is pleased to grant to you an award pursuant to the resolution of the Company's Board of Directors adopted as of the date of this document consisting of a certain amount of shares of Common Stock of the Company (the "Common Stock") subject to certain restrictions under the Company's 2009 Long Term Equity Incentive Plan (the "Plan") and this Agreement ("Agreement"). This Agreement and the shares granted hereby are subject to the terms and conditions of the Plan, the terms of which are incorporated herein. Any capitalized term that is not defined in this Agreement has the meaning described by the Plan. Please see the Plan document for more information regarding your rights and obligations under this Agreement.

Widepoint Corporation 2017 Omnibus Incentive Plan Restricted Stock Award Agreement (March 1st, 2018)

You have been granted an award of restricted shares of the common stock of WidePoint Corporation (the "Company") constituting a Restricted Stock Award (this "Award") under the Company's 2017 Omnibus Incentive Plan (the "Plan"). This Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Additional provisions regarding this Award and definitions of capitalized terms used and not defined in this Award Agreement can be found in the Plan.

Cable One, Inc. – RESTRICTED STOCK AWARD AGREEMENT, Between Cable One, Inc. (The "Company"), a Delaware Corporation, and [NAME]. (March 1st, 2018)

This Restricted Stock Award Agreement (the "Award Agreement") sets forth the terms and conditions of an award of [NUMBER] performance-based restricted shares (the "Award") of the Company's common stock, $0.01 par value per share (a "Share"), representing the maximum number of Shares subject to this Award (the "Restricted Shares"), that are being granted to you under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan") as of [DATE] (the "Grant Date") and that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein. This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement and the Plan, a number of Shares that is between 0% and 100% of the Restricted Shares, with such number of earned Shares to be determined by the Committee as set forth in Section 3 of this Award Agreement.

1 690823.0002 EAST 113908747 V5 U.S. CONCRETE, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (Employee Form) This Agreement Is Made and Entered Into Effective as of [Insert Date of Grant] (The "Date of Grant") by and Between U.S. Concrete, Inc., a Delaware Corporation (The "Company") and You, [Insert Name of Participant]. WHEREAS, the Company, in Order to Induce You to Enter Into and to Continue and Dedicate Service to the Company and to Materially Contribute to the Success of the Company, Agrees to Grant You This Restricted Stock Award; WHEREAS, the Company Adopted the U.S. Concret (March 1st, 2018)
Cable One, Inc. – RESTRICTED STOCK AWARD AGREEMENT, Between Cable One, Inc. (The "Company"), a Delaware Corporation, and [NAME]. (March 1st, 2018)

This Restricted Stock Award Agreement (the "Award Agreement") sets forth the terms and conditions of an award of [NUMBER] restricted shares (the "Award") of the Company's common stock, $0.01 par value per share (a "Share") that are being granted to you under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the "Plan") as of [DATE] (the "Grant Date") and that are subject to certain restrictions on transfer and risks of forfeiture and other terms and conditions specified herein (such restricted Shares subject to this Award Agreement, the "Restricted Shares"). This Award provides you with the opportunity to earn, subject to the terms of this Award Agreement and the Plan, Shares, as set forth in Section 3 of this Award Agreement.

State Auto Financial Corporation – State Auto Financial Corporation 2017 Long-Term Incentive Plan Time Based Restricted Stock Award Agreement (February 28th, 2018)

State Auto Financial Corporation, an Ohio corporation (the "Company"), hereby grants to the employee of the Company named herein (the "Participant") the following Restricted Stock Award ("Restricted Stock") pursuant to the terms and conditions of the State Auto Financial Corporation 2017 Long-Term Incentive Plan (the "Plan"), and this Time Based Restricted Stock Award Agreement (this "Award Agreement").

Old Republic International – Old Republic International Corporation Sign-On Restricted Stock Award Agreement (February 28th, 2018)

THIS RESTRICTED STOCK AWARD AGREEMENT, (the "Agreement"), dated as of __________________ (the "Date of Grant"), is made by and between Old Republic International Corporation, a Delaware corporation (the "Company"), and _________________ (the "Grantee" or "you" or "your").

Horizon Bancorp (IN) – Horizon Bancorp 2013 Omnibus Equity Incentive Plan Restricted Stock Award Agreement (February 28th, 2018)

THIS AGREEMENT (the Agreement), made and executed as of the day of , 20 , between Horizon Bancorp, an Indiana corporation (the Company), and , an officer or employee of the Company or one of its Affiliates (the Participant).

Horizon Bancorp (IN) – Horizon Bancorp 2013 Omnibus Equity Incentive Plan Restricted Stock Award Agreement (February 28th, 2018)

THIS AGREEMENT (the Agreement), made and executed as of the day of , 20 , between Horizon Bancorp, an Indiana corporation (the Company), and , an officer or employee of the Company or one of its Affiliates (the Participant).

Evertec, Inc. 2013 Equity Incentive Plan Restricted Stock Award Agreement (February 28th, 2018)

THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of this July 29, 2016 (the "Date of Grant"), by and between EVERTEC, Inc. (the "Company") and the person whose signature, name and title appear in the signature block hereof (the "Participant"). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).

Evertec, Inc. 2013 Equity Incentive Plan Restricted Stock Award Agreement (February 28th, 2018)

THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of June 1, 2017 (the "Date of Grant"), by and between EVERTEC, Inc. (the "Company") and you (the "Participant"). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).

2017 Omnibus Incentive Plan of Dril-Quip, Inc. Restricted Stock Award Agreement (February 27th, 2018)

THIS RESTRICTED STOCK AWARD AGREEMENT (this "Award") is made as of October 28, 2017 (the "Grant Date"), by and between Dril-Quip, Inc., a Delaware corporation (the "Company"), and _________________ (the "Grantee").

Dominion Energy, Inc. Restricted Stock Award Agreement (February 27th, 2018)

THIS AGREEMENT, effective as of the Date of Grant shown above, between Dominion Energy, Inc., a Virginia corporation (the Company) and the Participant named above is made pursuant and subject to the provisions of the Dominion Energy, Inc. 2014 Incentive Compensation Plan and any amendments thereto (the Plan). All terms used in this Agreement that are defined in the Plan have the same meaning given to such terms in the Plan.

RESTRICTED STOCK AWARD AGREEMENT (<Year of Grant> Performance-Based Award) (February 27th, 2018)

This Agreement ("Agreement") is made this <Grant Date> by and between <Participant Name> ("Participant") and The Progressive Corporation (the "Company").

Waddell & Reed Financial, Inc. – Waddell & Reed Financial, Inc. Restricted Stock Award Agreement (February 23rd, 2018)

WADDELL & REED FINANCIAL, INC., a corporation organized and existing under the laws of the state of Delaware (or any successor corporation) (the "Company"), does hereby grant and give unto <<Name>> (the "Awardee"), an award of restricted shares of Company Class A common stock (the "Restricted Stock") upon the terms and conditions hereinafter set forth (the "Award").