CARTER BANKSHARES, INC. FORM OF TIME-BASED RESTRICTED STOCK AGREEMENT Granted «Award Date»

EXHIBIT 10.1

XXXXXX BANKSHARES, INC.

FORM OF

TIME-BASED RESTRICTED STOCK AGREEMENT

Granted «Award Date»

This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into and effective as of «Award Date» (the “Award Date”) pursuant to Article VII of the Xxxxxx Bankshares, Inc. Amended and Restated 2018 Omnibus Equity Incentive Plan (the “Plan”), and evidences the grant of Restricted Stock and the terms, conditions and restrictions pertaining thereto (the “Award”) to «Name» (the “Participant”).

WHEREAS, Xxxxxx Bankshares, Inc. (the “Company”) maintains the Plan under which the Committee or the Board may, among other things, award shares of the Company’s common stock (the “Stock”) to such key employees of the Company and its Subsidiaries as the Committee or the Board may determine, subject to terms, conditions and restrictions as it may deem appropriate; and

WHEREAS, pursuant to the Plan the Committee has awarded to the Participant a restricted stock award conditioned upon the execution by the Company and the Participant of this Agreement setting forth all the terms and conditions applicable to such award;

NOW, THEREFORE, in consideration of the benefits which the Company expects to be derived from the services rendered to it and its subsidiaries by the Participant and of the covenants contained herein, the parties hereby agree as follows:

1. Award of Shares. Under the terms and conditions of the Plan, the Committee has awarded to the Participant a restricted stock award as of the Award Date covering «NUMBER» shares of Stock (the “Award Shares”), subject to the terms, conditions and restrictions set forth in this Agreement.

2. Period of Restriction and Vesting in the Award Shares.

a.Subject to earlier vesting or forfeiture as provided below, the period of restriction (the “Period of Restriction”) applicable to the Award Shares is the period from the Award Date through the Vesting Date provided below, provided the Participant’s employment with the Company or its subsidiaries continues through the Vesting Date:

Vesting Date			Percent of Award Shares Vesting
«VESTING SCHEDULE»			<<percent>>%

b.Notwithstanding any other provision of this Agreement to the contrary (but subject to Section 13):

(i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to the Participant’s death or Disability (as defined in the Plan), the Period of Restriction shall automatically terminate with respect to a Pro-Rata Portion (as defined below) of the Award Shares (rounded to the nearest whole share), and

such Pro-Rata Portion of the Award Shares shall be vested and free of restrictions and freely transferable as of the date of termination of employment, and all remaining Award Shares shall be automatically forfeited to the Company on such date.

(ii) If on or within the two (2) year period following a Change of Control (as defined in the Plan), (A) the Participant’s employment with the Company and its subsidiaries is involuntarily terminated without Cause (as defined in the Plan) during the Period of Restriction, or (B) the Participant resigns employment with the Company and its subsidiaries for Good Reason (as defined in the Plan) during the Period of Restriction, the Period of Restriction shall automatically terminate with respect to a Pro-Rata Portion of the Award Shares (rounded to the nearest whole share), and such Pro-Rata Portion of the Award Shares shall be vested and free of restrictions and freely transferable as of the date of termination of employment, and all remaining Award Shares shall be automatically forfeited to the Company on such date.

(iii) For purposes of this Section 2(b), a “Pro-Rata Portion” is determined by a fraction (not to exceed one), the numerator of which is the number of months in the Period of Restriction during which the Participant was continuously in the employment of the Company and its subsidiaries, and the denominator of which is the number of months in the Period of Restriction. The Participant will be deemed to be employed for a month if the Participant’s termination of employment under Section 2(b)(i) or 2(b)(ii) occurs after the fifteenth (15th) day of a month.

(iv) No accelerated vesting shall occur except as specifically provided in Section 2(b) or as determined by the Committee in its sole discretion.

(c) Except as contemplated in Section 2(a) or 2(b), the Award Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant during the Period of Restriction; provided, however, that this Section 2(c) shall not prevent transfers by will or by the applicable laws of descent and distribution, or to a Beneficiary upon the death of the Participant and provided further that the Committee may permit, in its sole discretion, transfers of Award Shares pursuant to a domestic relations order during the lifetime of the Participant.

3. Stock Certificates. The Award Shares shall be registered on the Company’s stock transfer books in the name of the Participant in book-entry or electronic form or in certificated form as determined by the Committee. During the Period of Restriction, any Award Shares issued in book-entry or electronic form shall be subject to the following legend, and any certificate(s) evidencing the Award Shares shall bear the following legend:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Xxxxxx Bankshares, Inc. Amended and Restated 2018 Omnibus Equity Incentive Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a restricted stock agreement dated «Award Date». A copy of the Plan, such rules and procedures, and such restricted stock agreement may be obtained from the Chief Financial Officer of Xxxxxx Bankshares, Inc.

4. Voting Rights. During the Period of Restriction, the Participant may exercise full voting rights with respect to all of the Award Shares.

5. Dividends and Other Distributions. During the Period of Restriction, the Participant shall be entitled to receive all dividends and other distributions paid with respect to all of the Award Shares (other than dividends or distributions that are paid in shares of Stock). If, during the Period of Restriction, any dividends or distributions paid with respect to the Award Shares are paid in shares of Stock, such shares shall be registered in the name of the Participant and such shares shall be subject to the same restrictions on vesting and transferability as the Award Shares with respect to which they were paid.

6. Forfeiture on Termination of Employment. If the Participant’s employment with the Company and its subsidiaries ceases prior to the end of the Period of Restriction and Section 2(b) does not apply or has not applied, then any Award Shares subject to restrictions at the date of such termination of employment shall be automatically forfeited to the Company upon the date of such termination of employment. For purposes of this Agreement, transfer of employment among the Company and its subsidiaries shall not be considered a termination of employment.

7. Employment. Nothing under the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or its subsidiaries or in any way affect the Company’s right to terminate the Participant’s employment without prior notice at any time for any or no reason (subject to the terms of any employment agreement between the Participant and the Company or a subsidiary).

8. Withholding Taxes. The Company or any of its subsidiaries shall have the right to retain and withhold the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares, provided that the Company or a subsidiary shall withhold only the minimum amount necessary to satisfy applicable statutory withholding requirements unless the Participant has elected to have an additional amount (up to the maximum allowed by law) withheld. Unless the Participant elects prior to the Vesting Date (or earlier date of accelerated vesting under Section 2(b)) to satisfy the tax withholding obligations through direct payroll deduction, the Company shall withhold a number of vested Award Shares having a Fair Market Value equal to the amount required to be withheld (including any higher amount elected by the Participant) and cancel any Shares so withheld in order to pay or reimburse the Company or a subsidiary for any such taxes, provided, however, that, in the event the Participant makes an 83(b) Election as provided in Section 9, the Participant will be deemed to have elected to satisfy the tax withholding obligations through direct payroll deduction. The value of any Shares so withheld shall be based on the Fair Market Value of the Shares on the date that the amount of tax to be withheld is determined. All elections by the Participant shall be irrevocable and be made in writing and in such manner as determined by the Committee or its delegate in advance of the Vesting Date (or earlier date of accelerated vesting under Section 2(b)).

9. Certain Tax Matters. The Participant shall provide the Company with a copy of any election made pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time, and similar provision of state law (collectively, an “83(b) Election”). If the Participant wishes to make an 83(b) Election, he must do so within a very limited period of time. The Participant acknowledges that he has been advised to consult with his tax advisor to determine if an 83(b) Election is appropriate and further acknowledges that the Participant is solely responsible for the payment of any taxes that may be due to any federal, state or local tax authority and the Company is under no obligation to ensure any such taxes are paid by the Participant.

10. Administration. The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement. All such Committee determinations shall be final, conclusive and binding upon the Company and the Participant.

11. Notices. Any notice to the Company required under or relating to this Agreement shall be in writing (which may be an electronic writing) and addressed to:

Xxxxxx Bankshares, Inc.

Attention: Chief Human Resources Officer

0000 Xxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Any notice to the Participant required under or relating to this Agreement shall be in writing (which may be an electronic writing) and addressed to the Participant at the Participant’s address as it appears on the records of the Company.

12. Governing Law. This Agreement shall be construed and administered in accordance with and governed by the laws of the Commonwealth of Virginia.

13. Securities Laws. The Company may require the Participant to make or enter into such written representations, warranties and agreements as the Committee or Board may reasonably request to comply with applicable securities laws. The Award Shares shall be subject to all applicable laws, rules and regulations and to such approvals of any governmental agencies as may be required.

14. Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties.

15. Entire Agreement; Amendment and Termination. This Agreement contains the entire understanding of the parties. No amendment or termination of this Agreement that would be adverse to the rights of the Participant shall be made by the Board, the Committee or any plan administrator at any time without the written consent of the Participant. No amendment or termination of the Plan will adversely affect the right, title and interest of the Participant under this Agreement or to the Award granted hereunder without the written consent of the Participant.

16. Severability. The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

17. Capitalized Terms. Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

18. Plan and Prospectus. This Award is granted pursuant to the Plan and is subject to the terms thereof. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Participant, and the Participant acknowledges receipt thereof.

19. Clawback. The Award Shares are subject to repayment (i.e., clawback) to the Company and/or its subsidiaries to the extent required under any repayment or clawback policy adopted by the Board or under any similar provisions of applicable law or regulation and any applicable listing standard of the national securities exchange on which the Stock is listed.

20. Electronic Delivery and Signatures. The Participant hereby consents and agrees to electronic delivery of share(s) of Stock, Plan documents, proxy materials, annual reports and

other related documents and notices regarding the Plan and the Award. If the Company establishes procedures for an electronic signature system for delivery and acceptance of this Agreement, other Plan documents or other related documents and notices, the Participant hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Participant consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

To evidence its grant of the Award and the terms, conditions and restrictions thereof, the Company has signed this Agreement as of the Award Date. This Agreement shall not become legally binding unless the Participant has signed this Agreement no later than the thirtieth (30th) day after the Award Date (or such later date as the Chairman of the Committee may accept). If the Participant fails to timely sign this Agreement, the Award shall be cancelled and forfeited ab initio.

XXXXXX BANKSHARES, INC.			PARTICIPANT
«Name» <<title>>			«Name»
Date:			Date: