Contract

Exhibit 10.2

2014 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of _________ (the “Grant Date”), is made by and between Triumph Bancorp, Inc., a Texas corporation (the “Company”), and ______________ (“Participant”).  Capitalized terms used herein without definition have the meanings ascribed to such terms in the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide the Company and its Subsidiaries and Affiliates with a means of providing incentives for future performance of services directly linked to the profitability of the Company’s businesses and increases in shareholder value; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant Participant an award of Restricted Stock on the terms and subject to the conditions set forth in this Agreement and the Plan.

NOW THEREFORE, in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Restricted Stock Award.

(a) Grant.  The Company hereby grants to Participant an award of an aggregate of ___________ restricted Shares of Common Stock (the “Restricted Stock”), on the terms and subject to the conditions set forth in this Agreement and as otherwise provided in the Plan.  

(b) Incorporation by Reference, Etc.  The provisions of the Plan are hereby incorporated herein by reference.  Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan.

2. Vesting.

(a) General.  Except as may otherwise be provided herein, (i) one third (rounded down to the nearest whole Share if applicable) of the Shares of Restricted Stock shall vest on the first annual anniversary of the Grant Date; (ii) one third (rounded down to the nearest whole Share if applicable) of the Shares of Restricted Stock shall vest on the second annual anniversary of the Grant Date; and (iii) the remaining Shares of Restricted Stock shall vest on the third annual anniversary of the Grant Date, in each case, subject to Participant not having incurred a Termination of Service as of the applicable vesting date.

(b) Vesting upon Death or Disability.  If Participant incurs a Termination of Service due to Participant’s death or Disability, the restrictions on any unvested Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested as of the date of Termination of Service.

(c) Other Termination of Service.  If Participant incurs a Termination of Service for any reason other than death or Disability, any unvested Restricted Stock shall be forfeited by Participant without consideration.

3. [Intentionally Omitted.]

4. Issuance of Restricted Stock.  The Restricted Stock shall be issued by the Company and shall be registered in Participant’s name on the stock transfer books of the Company promptly after the Grant Date.  Any certificates representing Restricted Stock shall remain in the physical custody of the Company or its designee at all times prior to, in the case of any particular Share of the Restricted Stock, the date on which such Share vests.  Any certificates representing Restricted Stock shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of ____________, between Triumph Bancorp, Inc. and ______________.  A copy of such Agreement is on file at the offices of Triumph Bancorp, Inc.

As soon as practicable following the vesting of any Restricted Stock, the Company shall ensure that its stock transfer books reflect the vesting. If certificates for the Restricted Stock exist, such certificates for such vested Restricted Stock shall be delivered to Participant or to Participant’s legal representative along with the stock powers relating thereto.

5. Dividend and Voting Rights.  After the Grant Date, Participant shall be the record owner of the Restricted Stock, unless and until such Restricted Stock is forfeited pursuant to Participant’s Termination of Service or sold or otherwise disposed of after becoming vested, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights; provided that (a) any cash dividends paid with respect to Restricted Stock shall be withheld by the Company and shall be deemed to be reinvested in additional Shares of Restricted Stock, and (b) in the case of a dividend paid in Shares, any such additional Shares shall become Restricted Stock, in the case of clauses (a) and (b) with such additional Shares of Restricted Stock to be subject to the same vesting and forfeiture conditions, restrictions, and schedule as applied to the Restricted Stock with respect to which the applicable dividend was paid.

6. Transferability.  The Restricted Stock may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, its Subsidiaries and its Affiliates; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.  The Restricted Stock shall be subject to the restrictions on transfer set forth in the Plan and this Agreement.

7. Adjustment.  In the event of any event described in Section 3(c) of the Plan occurring after the Grant Date, the adjustment provisions as provided for under Section 3(c) of the Plan shall apply to the Restricted Stock.

8. Change in Control.  Upon a Change in Control of the Company occurring after the Grant Date, the Restricted Stock shall immediately vest in full and be free of restrictions.

9. Clawback Policy.  Participant agrees that, notwithstanding any other provision of this Agreement or the Plan, the Restricted Stock awarded under this Agreement shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback policy that the Company may adopt and that is applicable to Participant, as it may be amended from time to time, and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation.  

10. Miscellaneous.

(a) Waiver and Amendment.  The Committee may unilaterally amend the terms of this Agreement and the Restricted Stock granted thereunder; provided that no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to this Agreement and the Restricted Stock granted thereunder, except such an amendment made to cause the Plan, this Agreement, or the Restricted Stock granted thereunder to comply with applicable law, Applicable Exchange listing standards, or accounting rules.  No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages.  No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(b) Notices.  All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:

if to the Company to:

Triumph Bancorp, Inc.

00000 Xxxx Xxxxxxx Xxxxx, Xxxxx 0000

Xxxxxx, XX 00000

Facsimile:  (000) 000-0000

Attention:  General Counsel

if to Participant:  at the address last on the records of the Company.

All such notices, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered; (ii) when delivered by courier, if delivered by commercial courier service; (iii) five business days after being deposited in the mail, postage prepaid, if mailed; and (iv) when receipt is mechanically acknowledged, if by facsimile.

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(c) Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(d) No Rights to Service.  Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.

(e) Beneficiary.  Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with the Company.  The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt.  If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his or her spouse or, if Participant is unmarried at the time of death, his or her estate.

(f) Successors.  The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.

(g) Entire Agreement.  This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto.

(h) Bound by the Plan.  By signing this Agreement, Participant acknowledges that he or she has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(i) Governing Law.  This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Texas without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Texas.

(j) Headings.  The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(k) Counterparts.  This Agreement may be signed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

11. Compliance with Legal Requirements.  The grant of the Restricted Stock and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.  The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable laws, rules and regulations.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PARTICIPANT

By:

Signature

Printed Name:

Title:

TRIUMPH BANCORP, INC.

By:

Signature

Printed Name:

Title: