Common use of Restrictions and Vesting Clause in Contracts

Restrictions and Vesting. a) Subject to the terms of the Plan, and until the passage of the time periods specified in Paragraphs 4(b) and 4(c) below, the Recipient shall not be allowed at any time to sell, transfer, convey, exchange, give, assign, pledge, encumber, or otherwise dispose of (“Transfer”) all or a portion of any interest in the Restricted Stock or the Vested Shares (as hereinafter defined). Any attempted Transfer shall be void and shall not transfer ownership in, title to, or any rights respecting the Restricted Stock or the Vested Shares, as applicable. b) Subject to the requirements of Paragraph 4(c), the restrictions with respect to all of the Shares of Restricted Stock shall lapse on the day immediately preceding the Company’s first annual meeting of its stockholders next following the Grant Date (the “Vesting Date”) and all of the Shares shall be fully vested on such date, so long as the Recipient continues to serve as a member of the Board at all times from the Grant Date through the Vesting Date. If the Recipient ceases to be a member of the Company’s Board at any time prior to the Vesting Date, all of the Shares of Restricted Stock granted hereunder shall be forfeited as of the date the Recipient ceases to be a member of the Board. The Shares of Restricted Stock which become vested pursuant to this Paragraph 4(b) shall be referred to herein as “Vested Shares”. c) As a condition to receiving the grant of Restricted Stock, the Recipient agrees to hold, for a period of three (3) years from the Vesting Date, Vested Shares equal to sixty percent (60%) of the Vested Shares.

Restrictions and Vesting. a) Subject All the Restricted Shares are issued to the terms Participant as of the PlanDate of Grant, subject to the restrictions, conditions and possibility of forfeiture as described below. Restricted Shares may be issued in certificated or uncertificated form. During the period (the “Restriction Period”) between the Grant Date and the date on which the Company redeems all shares of its preferred stock issued to the United States Department of the Treasury (“U.S. Treasury”) under its TARP Capital Purchase Program (the “CPP”), any certificates evidencing the Restricted Shares shall be held in escrow by the Company, and until the passage of the time periods specified in Paragraphs 4(b) and 4(c) below, the Recipient shall Participant may not be allowed at any time to sell, transfer, convey, exchange, givepledge, assign, pledge, encumber, or otherwise alienate, hypothecate or dispose of any of the Restricted Shares. However, subject to the above restrictions, and except as otherwise described in the Plan, during the Restriction Period the Participant otherwise shall be the owner of and may exercise full voting rights associated with the Restricted Shares, and the Company shall pay or make dividends and other distributions on the Restricted Shares on the same basis as on its other outstanding shares of Common Stock; provided, however, that if the Company issues any additional shares of Common Stock or other securities or rights as a stock dividend, stock split or other non-cash distribution with respect to the Restricted Shares, then those additional shares or that other distribution shall become a part of the Restricted Shares and be subject to the terms of this Agreement and subject to forfeiture as described herein, and any certificate evidencing any such additional shares or rights shall be held in escrow by the Company as provided above. During the Restriction Period, any certificates evidencing the Restricted Shares shall be inscribed with the following legend: “The shares of ECB Bancorp, Inc. (the “TransferCompany”) all common stock evidenced by this certificate are subject to the terms and restrictions of the 2008 Omnibus Equity Plan and may not be sold, transferred, assigned, pledged, encumbered, or otherwise alienated or hypothecated except pursuant to the provisions of said Plan and an agreement between the Company and the registered holder dated August 26, 2009, a portion copy of which is on file at the Company’s offices.” In the event that any attempt is made to transfer, pledge, assign, encumber, attach, levy on, or otherwise alienate, hypothecate or dispose of any interest in Restricted Shares prior to the Restricted Stock end of the Restriction Period applicable to them, whether voluntary, involuntary, or otherwise, or whether by any action or inaction of the Vested Shares (as hereinafter defined). Any attempted Transfer Participant or by operation of law, such shares of stock shall be void forfeited and shall surrendered to the Company without any payment or other consideration to the Participant. If not transfer ownership insooner terminated upon the Participant’s death as provided in Paragraph 3 below, title tothe Restriction Period will end, or any rights respecting and the Restricted Stock or above restrictions will lapse, on the Vested Shares, as applicable. b) date on which the Company redeems all shares of its preferred stock issued to the U.S. Treasury under the CPP. Subject to the requirements other provisions of Paragraph 4(c)this Agreement and the Plan, as soon as practicable following the end of the Restriction Period and lapse of the above restrictions, the restrictions with respect Company shall release and deliver to all the Participant (or, in the case of the Shares of Restricted Stock shall lapse on the day immediately preceding the CompanyParticipant’s first annual meeting of its stockholders next following the Grant Date (the “Vesting Date”) and all of the Shares shall be fully vested on such date, so long as the Recipient continues to serve as a member of the Board at all times from the Grant Date through the Vesting Date. If the Recipient ceases to be a member of the Company’s Board at any time death prior to the Vesting Date, all end of the Shares of Restriction Period, to his or her beneficiary(ies) determined as provided in Paragraphs 3 and 12 below), a certificate evidencing the Restricted Stock granted hereunder shall be forfeited as Shares, free and clear of the date the Recipient ceases to be a member of the Board. The Shares of Restricted Stock which become vested pursuant to restrictions described in this Paragraph 4(b) shall be referred to herein as “Vested Shares”Agreement. c) As a condition to receiving the grant of Restricted Stock, the Recipient agrees to hold, for a period of three (3) years from the Vesting Date, Vested Shares equal to sixty percent (60%) of the Vested Shares.

Restrictions and Vesting. (a) Subject to the terms set forth in this Agreement, provided that the RSA Holder is still a full-time employee of the Plan, and until the passage of the time periods specified in Paragraphs 4(b) and 4(c) belowCompany at that time, the Recipient shall not be allowed at any time to sell, transfer, convey, exchange, give, assign, pledge, encumber, or otherwise dispose of (“Transfer”) all or a portion of any interest in the Restricted Stock or the Vested Shares (as hereinafter defined). Any attempted Transfer shall be void and shall not transfer ownership in, title to, or any rights respecting the Restricted Stock or the Vested Shares, as applicable. b) Subject to the requirements of Paragraph 4(c), the restrictions with respect to all of the Shares of Restricted Stock shall lapse will vest on the day immediately preceding the Company’s first annual meeting of its stockholders next following the Grant Date dates (the each, a “Vesting Date”) and as follows: (a) (50% of the Restricted Shares) Shares on the first anniversary of the date of grant; and (d) the remaining (50% of the Restricted Shares) Shares on the fourth anniversary of the date of grant. (i) Upon the date that the RSA Holder becomes eligible for Retirement, a portion of the outstanding Restricted Shares under this Agreement shall immediately vest in full. Such portion shall be the number of shares with a Fair Market Value on such date equal to the minimum tax required to be withheld by the Company on the Fair Market Value of all of the outstanding Restricted Shares shall be fully vested under this Agreement on such date, . The Company shall deduct and apply the shares that so long as vest to cover the Recipient continues to serve tax withholding on the Fair Market Value of all outstanding Restricted Shares under this Agreement on such date that are taxable as a member result of the Board employee becoming eligible for Retirement. For purposes of this Agreement, “Retirement” shall mean a voluntary separation from service by the RSA Holder when he or she is at all times from least age 62 and has been employed by the Grant Date through Company on a full-time basis for ten or more years. (ii) Upon the Vesting Date. If the Recipient ceases to be a member death, Disability or Retirement of the Company’s Board at any time prior to the Vesting DateRSA Holder, all outstanding Restricted Shares under this Agreement shall immediately vest in full. (c) Except as otherwise provided by Section 2(b), or unless the Committee determines otherwise, if the RSA Holder’s employment terminates before a Vesting Date for any reason, the unvested Restricted Shares as of the Shares of Restricted Stock granted hereunder such date shall be forfeited as of the date the Recipient ceases to be a member of the Board. The Shares of Restricted Stock which become vested pursuant to this Paragraph 4(b) shall be referred to herein as “Vested Shares”and cancelled immediately. c) As a condition to receiving the grant of Restricted Stock, the Recipient agrees to hold, for a period of three (3) years from the Vesting Date, Vested Shares equal to sixty percent (60%) of the Vested Shares.