0001462120-16-000017 Sample Contracts

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • March 25th, 2016 • Live Oak Bancshares, Inc. • State commercial banks • North Carolina

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of March 23, 2016 (the “Date of Grant”), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the “Company”), and NEIL L. UNDERWOOD (the “Grantee”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company’s 2015 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

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PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • March 25th, 2016 • Live Oak Bancshares, Inc. • State commercial banks • North Carolina

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT is made and entered into effective as of March 23, 2016 (the “Date of Grant”), by and between LIVE OAK BANCSHARES, INC., a North Carolina corporation (the “Company”), and NEIL L. UNDERWOOD (the “Grantee”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of restricted stock units payable as described below in shares of Common Stock pursuant to the Company’s 2015 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan will have the meanings ascribed to them under the Plan.

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