Exhibit 4.5


 


Form of Restricted Stock/Restricted Stock
Unit Award Agreement


 






    	 



    	 



    

 


FORM OF


 


RESTRICTED STOCK/RESTRICTED STOCK UNIT
AWARD AGREEMENT


FOR
SANDY SPRING BANCORP, INC.


2015
OMNIBUS INCENTIVE PLAN


 


This Award Agreement is provided to ___________________
(the “Participant”) by Sandy Spring Bancorp, Inc. (the “Company”) as of ______________________, 20___,
the date the Compensation Committee of the Board of Directors of the Company (the “Committee”) awarded the Participant
a [restricted stock]/[restricted stock unit] award pursuant to Sandy Spring Bancorp, Inc. 2015 Omnibus Incentive Plan (the
“2015 Plan”), subject to the terms and conditions of the 2015 Plan and this Award Agreement (referred to herein as
the “Award”):


 





	1.	Type of Award 		_______ Restricted Stock
	 	 	 	_______ Restricted Stock Unit
	 	 	 	 
	 	 	 	 
	 	Number of Shares Subject 
	 	to Your Award:		_______shares of Common Stock (“Shares”), subject
to adjustment as may be necessary pursuant to the 2015 Plan.
	 	 	 	 
	2.	 Grant Date:	_________________, 20___.







 


Unless sooner vested in accordance with
Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed
under Section 2 of the Terms and Conditions will expire as to the following percentages of the Shares awarded hereunder, on
the dates noted below; provided that the Participant is still employed by or in service with the Company or any Affiliate:


 


	
        Percentage of

        Shares Vesting
	Number of Shares/Stock Units Vesting	
         

        Vesting Date

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


IN WITNESS WHEREOF, Sandy Spring Bancorp,
Inc., acting by and through the Compensation Committee of the Board of Directors, has caused this Award Agreement to be executed
as of the Grant Date set forth above.


 





	 	SANDY SPRING BANCORP, INC.
	 	 
	 	 
	 	By: 	   
	 	 	On behalf of the Committee


 


Accepted by Participant:


 


___________________________


___________________________


Date


 






    	 



    	 



    

 


TERMS AND CONDITIONS


 


		1.	Grant. The Grant Date and number of Shares underlying your Award are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2015 Plan.



 


		2.	Restrictions. Your Award is subject to the following restrictions:



 


		(a)	Unvested Restricted Shares/Restricted Stock Units may not be sold, transferred, exchanged, assigned, pledged, hypothecated
or otherwise encumbered.



 


		(b)	If your Continuous Status as a Participant terminates for any reason other than as set forth in paragraph (b) of Section 3
hereof, then you will forfeit all of your rights, title and interest in this Award as of your termination date.



 


		(c)	Your Award is subject to the vesting schedule set forth on page 1 of this Award Agreement.



 


		3.	Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to
occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):



 


		(a)	As to the percentages of the Restricted Shares/Restricted Stock Units specified in the vesting schedule on page 1 of this Award
Agreement, on the respective dates specified in the vesting schedule on page 1; provided your Continuous Status as a Participant
has not terminated; or



 


		(b)	Upon termination of your Continuous Status as a Participant by reason of death, Disability or a Change in Control.



 


	4.	(a)	Delivery of Shares – Restricted Stock
Award. Once the Shares are vested (see vesting schedule on page 1), the Shares (and accumulated dividends and earnings,
if any) will be distributed in accordance with your instructions.
	 	 	 
	 	(b)	Delivery of Shares – Restricted
                                         Stock Units. Once the Stock Units are vested (see vesting schedule on page 1),
                                         the Shares (or if the Committee so elects, in lieu thereof, the fair market value of
                                         the Shares in cash ) will be distributed in accordance with your instructions.



 





	5.	(a)	Voting and Dividend Equivalent Rights –
Restricted Stock Award. As beneficial owner of the Shares, you have full voting and dividend equivalent rights with respect
to the Shares during and after the Restricted Period. You are also entitled to receive a payment equal to any dividends, or other
distributions declared and paid by the Company with respect to the Restricted Shares. If you forfeit your rights under this Award
Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares
and you will no longer be entitled to receive dividends on the Shares.



 


		(b)	Voting and Dividend Equivalent Rights – Restricted Stock Units. You have no voting or dividend equivalent rights
until you receive a distribution of Shares.



 






    	 



    	 



    

 


		6.	Changes in Capital Structure. Upon the occurrence of a corporate event (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination
or exchange of shares), your Award will be adjusted as necessary to preserve the benefits or potential benefits of the award. Without
limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in
Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares subject to this Award
Agreement will automatically be adjusted proportionately.



 


		7.	No Right of Continued Employment. Nothing in this Award Agreement will interfere with or limit in any way the right
of the Company or any affiliate to terminate your employment or service at any time, nor confer upon you any right to continue
in the employ or service of the Company or any affiliate.



 


		8.	Payment of Taxes. You may make an election to be taxed upon your Award under Section 83(b) of the Code within 30 days
of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Award the Committee is entitled to require
as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any)
tax withholding requirements and employment taxes (i.e., FICA and FUTA), (ii) that the withholding of such sums come
from compensation otherwise due to you or from Shares due to you under the 2015 Plan, or (iii) any combination of the foregoing.
Any withholding shall comply with Rule 16b-3 or any amendments or successive rules.



 


		9.	Plan Controls. The terms contained in the 2015 Plan are incorporated into and made a part of this Award Agreement and
this Award Agreement shall be governed by and construed in accordance with the 2015 Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.



 


		10.	Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable,
the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had
never been included in this Agreement.



 


		11.	Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed
to:



 


[INSERT CONTACT]


 


or any other address designated by the Company in
a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any
other address that you provide in a written notice to the Company.


 


		12.	Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of
this Award Agreement and the 2015 Plan.