EXHIBIT 10.1
THE BANCORP,
INC.
2024 EQUITY INCENTIVE PLAN
Restricted
Stock Unit Award Agreement
This Restricted Stock Unit
Award Agreement (this “Agreement”) evidences a grant of Restricted Stock Units (each an “RSU” and
collectively, the “RSUs”) awarded by The Bancorp, Inc., a Delaware corporation (the “Company”) to
the individual named below (the “Participant”). The RSUs are subject to the terms and conditions set forth herein and
the provisions of the 2024 Equity Incentive Plan (as amended from time to time, the “Plan”), which are incorporated
herein by reference. Except where the context otherwise requires, the term “Company” will include the parent and all present
and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time
to time (the “Code”). Capitalized terms used herein but not otherwise defined will have the meaning set forth in the
Plan.
| 1. | Name of Participant: ______________________________________________ |
| 2. | Date of Grant: ___________________________________________________ |
| 3. | Number of RSUs: _________________________________________________ |
| 4. | Grant of RSUs. Each RSU represents the right of the Participant to receive a share of Stock on
the applicable payment date. No shares of Stock are actually awarded to the Participant on the Date of Grant. The Company shall establish
and maintain a RSU account as a bookkeeping account on its records for the Participant, and shall record in such account the number of
RSUs granted to the Participant. The RSUs will be settled as and when they vest, as set forth below. |
| 5. | Regular Vesting Schedule. Except as set forth in Section 6 below, the RSUs shall vest in three
equal annual installments, with 33.33% of the RSUs vesting on each of the first three anniversaries of the Date of Grant; provided that
the Participant continues in Service with the Company from the Date of Grant until the applicable vesting date. The vesting of the RSUs
shall be cumulative, but shall not exceed 100% of the RSUs. If the vesting schedule would produce fractional RSUs, the number of RSUs
that vest shall be rounded down to the nearest whole RSU and the fractional RSUs will be accumulated so that the resulting whole RSUs
will be included in the number of RSUs that become vested on the third anniversary of the Date of Grant. |
| 6. | Termination of Service. |
| a) | Retirement, Death, or Disability. In the event of the Participant’s Termination of Service
by reason of the Participant’s death, Disability, or Retirement from the Company, the unvested RSUs will automatically fully vest
on the date of the Participant’s Termination of Service; provided that in the event of the Participant’s Termination of Service
by reason the Participant’s Disability or Retirement, the Participant delivers to the Company an effective release of claims in
a form approved by the Company. |
| b) | Change in Control. In the event of the Participant’s Termination of Service by reason of
the Participant’s Involuntary Termination following a Change in Control, all unvested RSUs will automatically fully vest on the
date of the Participant’s Termination of Service. |
| c) | Termination of Service for Cause. In the event of the Participant’s Termination of
Service for Cause, the Participant’s unvested RSUs will immediately expire and be forfeited on the date of the Participant’s
Termination of Service. |
| d) | Other Termination of Service. In the event of the Participant’s Termination of Service
for any reason other than due to (i) death, Disability or Retirement, (ii) by the Company for Cause, or (iii) Involuntary Termination
following a Change in Control, all RSUs that have not vested as of the date of the Participant’s Termination of Service will expire
and be forfeited on the date of the Participant’s Termination of Service. |
| a) | If and when the RSUs vest in accordance with Section 5 above, the Company shall issue to the Participant
one share of Stock for each vested RSU within 30 days after the applicable vesting date. |
| b) | Subject to Section 7(c), if and when the RSUs vest in accordance with Section 6(a) above, the Company
shall issue to the Participant one share of Stock for each vested RSU within 30 days after the one-year anniversary of the Participant’s
Termination of Service. |
| c) | If and when the RSUs vest in accordance with Section 6(a) or Section 6(b) and the Termination of Service
occurs on or within two years following a Change in Control that constitutes a “change in control event” within the meaning
of Code Section 409A and the regulations thereunder (“409A CIC Termination”), the Company shall issue to the Participant
one share of Stock for each vested RSU within 30 days following the Participant’s Termination of Service. If the RSUs vest in accordance
with Section 6(a) or Section 6(b) and the Termination of Service is not a 409A CIC Termination, then the Company shall issue to the Participant
one share of Stock for each vested RSU within 30 days after the one-year anniversary of the Participant’s Termination of Service. |
| d) | All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold
amounts required to be withheld for any taxes, if applicable. The Participant hereby authorizes the Company, or its respective agents,
at their discretion, to satisfy any applicable withholding obligations for taxes by withholding shares of Stock otherwise payable pursuant
to this Agreement. To the extent not withheld in accordance with the foregoing, the Participant shall be required to pay to the Company,
or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the
Company is required to withhold with respect to the RSUs. Unless the Committee determines otherwise, share withholding for taxes shall
not exceed the Participant’s minimum applicable tax withholding amount. |
| 8. | Adjustment Provisions. The RSUs held by the Participant are subject to adjustment by the Committee,
including with respect to the number and kind of securities that may be delivered or deliverable
in respect of the RSUs upon the occurrence of certain corporate transactions set forth in the Plan in recognition of unusual or
nonrecurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations,
or accounting principles. |
| a) | No Stockholder Rights. This Agreement shall not confer upon the Participant any voting rights or
any rights or privileges as a stockholder of the Company with respect to the shares of Stock subject to the RSUs prior to the date on
which the individual fulfills all conditions for receipt of such rights. The Participant will not accrue or receive any Dividend Equivalent
Rights with respect to the RSUs. |
| b) | Amendment. Except as permitted by the Plan, this Agreement may not be amended, modified, or terminated
or otherwise altered unless evidenced in writing and signed by the Company and the Participant. |
| c) | Assignment and Transferability. The rights and interests of the Participant with respect to the
RSUs may not be sold, assigned, transferred, pledged, or otherwise transferred or encumbered except in the event of the Participant’s
death, pursuant to a Beneficiary Designation or by will or by the laws of descent and distribution. This Agreement shall bind and inure
to the benefit of the successors and assigns of the Company. |
| d) | Governing Law and Exclusive Venue. This validity, construction, interpretation and effect of this
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts
of laws principles. Any action brought to enforce this Agreement shall exclusively be brought in a court of competent administered by
the State of Delaware that is located in New Castle County, Delaware and Participant irrevocably agrees that any such court in the State
of Delaware of competent jurisdiction located in New Castle County, Delaware shall have personal jurisdiction over Participant. |
| e) | Award Subject to Applicable Laws and Company Policies. This Agreement shall be subject to all laws,
regulations and orders of any governmental or regulatory authority which may be applicable thereto. The RSUs shall be subject to any applicable
clawback or recoupment policies, share trading policies and other policies that may be approved or implemented by the Board from time
to time, whether or not approved before or after the Date of Grant. Accordingly, subject to applicable law, the RSUs shall be subject
to repayment to the Company as determined in good faith by the Board in the event repayment is required by the terms of the Company’s
recoupment, clawback or similar policy as may be in effect from time to time or by applicable federal or state law or regulation or applicable
listing standard of any Exchange on which the Stock is then listed. |
| f) | No Service or Other Rights. The grant of the RSUs does not confer upon the Participant any right
to continue in Service of the Company, nor does it interfere in any way with the right of the Company to terminate Participant’s
Service at any time. |
| g) | Notice. Any notice to the Company provided for in this instrument shall be in writing and addressed
to the Company in care of the Corporate Secretary at the Company’s principal executive office, and any notice to the Participant
shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant
may designate to the Company in writing. Any notice shall be delivered in accordance with the procedures set forth in Section 7.17 of
the Plan. |
| h) | Code Section 409A. This award of RSUs is intended to comply with the applicable requirements of
Code Section 409A and shall be administered in accordance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary,
if the RSUs constitute “deferred compensation” under Code Section 409A and the RSUs become vested and settled upon the Participant’s
Termination of Service, payment with respect to the RSUs shall be delayed for a period of six months after the Participant’s Termination
of Service if the Participant is a “specified employee” as defined under Code Section 409A (as determined by the Committee).
If payment is delayed, the shares of Stock shall be distributed within 30 days after the date that is the six-month anniversary of the
Participant’s Termination of Service. If the Participant dies during the six-month delay, the shares of Stock shall be distributed
in accordance with the Participant’s Beneficiary Designation, will or under the applicable laws of descent and distribution. Notwithstanding
any provision to the contrary herein, payments made with respect to this award of RSUs may only be made in a manner and upon an event
permitted by Code Section 409A, and all payments to be made upon a Termination of Service hereunder may only be made upon a “separation
from service” as defined under Code Section 409A. To the extent that any provision of this Agreement would cause a conflict with
the requirements of Code Section 409A, or would cause the administration of the RSUs to fail to satisfy the requirements of Code Section
409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall the Participant, directly
or indirectly, designate the calendar year of payment. |
[Signature Page Follows]
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 set forth above.
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THE BANCORP, INC. |
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By: |
|
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Chief Financial Officer |
PARTICIPANT’S ACCEPTANCE
By signing below, the Participant
(i) acknowledges receipt of a copy of the Plan and the prospectus, (ii) acknowledges that the Participant has read this Agreement and
understands the terms and conditions set forth herein, (iii) accepts the foregoing award of the RSUs, (iv) agrees to be bound by the terms
and conditions this Agreement, including the terms and provisions of the Plan, and (v) agrees that all decisions and determinations of
the Committee with respect to the RSUs shall be final and binding.
[Signature Page to RSU Award Agreement]
