Exhibit 10.7.2


 


CARTER
BANKSHARES, INC.


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 Carter 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, Carter 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 non-employee directors 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 Board
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 Board 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 <<VESTING DATE/1ST
ANNIVERSARY OF AWARD DATE>>, provided the Participant’s service as a member of the Board of Directors of the Company
or its subsidiaries continues through such date.



 


		(b)	Notwithstanding any other provision of this Agreement to the contrary (but subject to Section 12):



 


		(i)	If the Participant’s service as a member of the Board of Directors of the Company and its
subsidiaries is terminated during the Period of Restriction due to his death or Disability (as defined in the Plan), any remaining
Period of Restriction applicable to the Award Shares at the date of such termination of service shall automatically terminate and
such Award Shares shall be free of restrictions and freely transferable as of such date.



 


		(ii)	If a Change of Control of the Company occurs during the Period of Restriction and the Participant
has remained in service as a member of the Board of Directors of the Company or any of its subsidiaries through the date such Change
of Control occurs, any remaining Period of Restriction applicable to the Award Shares at the date such Change of Control occurs
shall automatically terminate and such Award Shares shall be free of restrictions and freely transferable as of such date.



 






     


     


    

 


		(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 Board or 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 Board or 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 Carter 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 Carter 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 Service. If the Participant’s service as a member of
the Board of Directors of 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 service shall be
automatically forfeited to the Company upon the date of such termination of service. Notwithstanding the immediately preceding
sentence, the Board or the Committee may, in its sole discretion, waive the forfeiture of any or all Award Shares and provide for
such vesting as it deems appropriate, provided the Board or the Committee, as applicable, does so prior to the date the Participant
ceases to serve as a member of the Board of Directors and its subsidiaries.



 


		7.	No Rights to Continued Service. Nothing under the Plan or in this Agreement shall confer
upon the Participant any right to continue in the service of the Company or its subsidiaries or in any way affect the Company’s
right to terminate Participant’s service or other affiliation with the Company at any time.



 






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		8.	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.



 


		9.	Administration. The Board or 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 Board or Committee determinations, as applicable, shall be final, conclusive and binding upon the
Bank and the Participant.



 


		10.	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:



 


Carter Bankshares, Inc.


Attention: Chief Human Resources Officer


9112 Virginia Avenue


Bassett, Virginia 24055


 


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.


 


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



 


		12.	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.



 


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



 


		14.	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.



 


		15.	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.



 






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		16.	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.



 


		17.	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.



 


		18.	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. If the Company
establishes procedures for an electronic signature system for delivery and acceptance of this Agreement, other Plan documents or
other related documents, 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 Board or 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.


 


 


	CARTER BANKSHARES, INC.	 	PARTICIPANT
	 	 	 
	 	 	 
	 	 	 
	<<NAME>>	 	<<NAME>>
	<<TITLE>>	 	 
	 	 	 
	Date: <<AWARD DATE>>	 	Date:	                      



 






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