Restrictions; Vesting. The Restricted Stock shall be subject to the restrictions and other terms and conditions set forth in the Plan, which are hereby incorporated herein by reference, and in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, Participant’s rights in and to the shares of Restricted Stock shall vest on ​.

Restrictions; Vesting. Subject to the terms and conditions of the Plan and this Agreement, including the provisions of Paragraph 8 below, Participant’s rights in and to the Units shall vest, if at all, according to the following schedule (with such modifications as may be necessary or appropriate, in the Company’s sole discretion, to eliminate fractional Units from the following vesting schedule):

Restrictions on Vesting. The Committee may place such restrictions on the vesting and settlement of Restricted Stock Units as the Committee deems appropriate, including restrictions relating to continued employment or service and/or achievement of performance objectives. Without limiting the foregoing, the Committee may provide performance or Change in Control acceleration parameters under which all, or a portion, of the Restricted Stock Units will vest on the Company’s (or an Affiliate’s) achievement of established performance objectives. Restricted Stock Units may not be sold, assigned, transferred, disposed of, pledged, hypothecated or otherwise encumbered.

Restrictions and Vesting. Subject to the terms and conditions set forth in this Award Notice, the Plan, and [Schedule A] attached hereto, and provided you are and have continuously been in the employment of the Company or any Subsidiary from the date of grant until the applicable vesting date, the Restricted Shares shall vest as of the earlier to occur of # the vesting of such Restricted Shares or a portion thereof as set forth on [Schedule A], and # your death or disability (as defined in [Section 22(e)] of Internal Revenue Code of 1986, as amended from time to time (the "Code")), as determined by the Company in its sole discretion.

Vesting and Restrictions. The Committee shall have complete authority and discretion to set the terms, conditions, restrictions, vesting schedules and other provisions of any option in the applicable Stock Option Agreement and shall have complete authority to require conditions and restrictions on any Stock issued pursuant to this Plan; provided, however, that, except with respect to options granted to officers or directors of the Corporation, options granted pursuant to this Plan shall be exercisable or “vest” at the rate of at least 20% per year over the 5-year period beginning on the date the option is granted. Options granted to officers and directors shall become exercisable or “vest,” subject to reasonable conditions, at any time during any period established by the Corporation.

Failure of Vesting Restrictions. By executing this Award, you acknowledge and agree that if your Continuous Service terminates under circumstances that do not result in accelerated vesting pursuant to [Section 2] above, you will irrevocably forfeit any and all unvested rights under this Award, and this Award will immediately become null, void, and unenforceable.

Release of Restrictions (Vesting). The restrictions set forth in [Section 2] above shall lapse # ratably over a five (5) year period whereby twenty (20) percent of the Award Shares shall vest on each of the first through the fifth anniversaries of the employment date after the date of the grant so long as the recipient remains employed by the Bank or its subsidiaries (or, in the case of Director, continues service as a Director of the Bank), # as to all Award Shares upon the Participant's death or Disability or # upon the occurrence of a Change in Control.

Vesting–Restrictions and Limitations. (a) Subject to the limitations and other terms and conditions set forth in this Agreement and in the Plan, the Awarded Shares shall vest, the Company shall remove all restrictions from the Awarded Shares and the Grantee shall obtain unrestricted ownership of the Awarded Shares on the later to occur of # #VestDate1#, or # the date on which the Committee makes the certification described in [section 2(b)] hereof (the “Vest”);

Absent prior written consent of the Compensation Committee, the Performance- Based Restricted Stock Units granted hereunder to Employee may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise, from the Grant Date until such Performance-Based Restricted Stock Units have become vested and shares of Common Stock issued in conjunction with such vesting. Moreover, a portion of the shares of Common Stock issued upon attainment of the Stock Price Hurdle during the []-year period beginning on the Grant Date shall be subject to the transfer restrictions described in [Section 2(a)(i)].

Restrictions. Restricted Shares or any interest hereunder may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, prior to the lapse of restrictions set forth in this Agreement applicable thereto, as set forth in [Section 2(d)]. The Committee may in its discretion, cancel all or any portion of any outstanding restrictions prior to the expiration of the periods provided under [Section 2(d)].