FULTON FINANCIAL CORPORATION Non-Employee Director Stock Unit Award Agreement (“Award Agreement”)

Exhibit 10.1

XXXXXX FINANCIAL

CORPORATION

Non-Employee Director Stock Unit Award Agreement

(“Award Agreement”)

[GRANT_DATE]

[PARTICIPANT_NAME]

[HOME_ADDRESS]

Dear [PARTICIPANT_NAME]:

Pursuant to the terms and conditions of the Amended and Restated 2023 Director Equity Plan (the “2023 Plan”) of Xxxxxx Financial Corporation (“Xxxxxx”), you are the recipient of a Restricted Stock Unit (“RSU”) award (the “Award”). The Award has the following terms and conditions as of the Date of Grant. Capitalized terms used herein but not defined shall have the meanings set forth in the 2023 Plan.

Granted To:			[PARTICIPANT_NAME]
Date of Xxxxx:			[GRANT_DATE]
Number of Time-Vested RSUs Granted:			[TOTAL_AWARDS]
Restricted Period:			Unless your Award is forfeited before the end of the Restricted Period, the Restricted Period will end one year after the Date of Grant.
Death, Disability or Retirement:			Your Award will vest and Shares will be delivered to you upon your death, Disability or Retirement (unless a deferral election has been made with respect to the Shares).
Change in Control:			In the event of a termination of Continuous Service during the 12-month period following a Change in Control, the Restricted Period will immediately expire.
Right to Dividend Equivalents:			Each RSU (representing one Share) may be credited with Shares equivalent to all the dividends paid with respect to the outstanding Common Stock paid by Xxxxxx in respect of one Share.
Forfeiture:			Your Award is subject to forfeiture until the expiration of the Restricted Period, including all Dividend Equivalents, pursuant to the terms of the 2023 Plan.

Deferral:			[You have not elected to defer the payment of the Shares underlying the RSUs at the end of the Restricted Period, and you will receive payment of the Shares together with the accumulated Dividend Equivalents in Common Stock at the end of the Restricted Period.] [You have elected to defer payment of the Shares underlying the RSUs at the end of the Restricted Period together with any accumulated Dividend Equivalents, and you will receive [a single issuance] [three annual installments] of Shares and accrued Dividend Equivalents in accordance with your deferral election.]
Timing of Award Payment:			Unless otherwise expressly set forth herein, payment will be made in the form of Shares within 60 days following the end of the Restricted Period.

The vesting of this Award will have tax consequences for you. We recommend that you consult your tax advisor. You have thirty (30) days after the date of this Award Agreement to either accept or decline this Award. No Award under this Award Agreement shall be released or otherwise paid unless and until you sign this Award Agreement.

Very Truly Yours,

Xxxxxx X. Xxxxx

Chairman and Chief Executive Officer

Xxxxxx Financial Corporation

I, [PARTICIPANT_NAME], xxxxxx acknowledge receipt of this Award made to me on the Date of Xxxxx and agree to the terms and conditions of this Award Agreement.

[SIGNATURE]

[ACCEPTANCE_DATE]