EXHIBIT 10.27 Form of
2006 Equity Compensation Plan Restricted Stock Award
Agreement, as amended (effective date December 21, 2010)

Not
to be used for Performance-Based Awards

STATE BANCORP, INC.

2006
Equity Compensation Plan Restricted Stock Award Agreement
(effective as of December 21, 2010)

This agreement
(the Award Agreement) dated as of _________ ___, ____ (the Award Date), is
entered into by and between State Bancorp, Inc., a New York corporation (the
Company) and ___________________________________ (the Grantee). All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them by the State Bancorp, Inc. 2006 Equity Compensation Plan (the
Plan).

1.General. The Restricted Stock granted under this Award Agreement (the
Restricted Stock Award) is granted as of the Award Date pursuant to and
subject to all of the provisions of the Plan applicable to Restricted Stock
granted pursuant to Section 8 of the Plan, which provisions are, unless
otherwise provided herein, incorporated by reference and made a part hereof to
the same extent as if set forth in their entirety herein, and to such other
terms necessary or appropriate to the grant hereof having been made. A copy of
the Plan is on file in the offices of the Company.

2. Grant. In consideration of the Grantees
past service to the Company or its Subsidiaries, the Company hereby awards to
Grantee a total of __________ shares of Restricted Stock (the Restricted
Stock), subject to the restrictions set forth in Section 3 hereof and in the
Plan.

3.Restrictions.

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| | a. | During the
period commencing as of the Award Date and until such time as the Restricted
Stock shall have fully vested in accordance with Section 3d (the Restricted
Period), the Restricted Stock shall remain subject to forfeiture and other
restrictions set forth below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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| | b. | During the
Restricted Period and during the additional period (if any) commencing at the
expiration of the Restricted Period and ending on the later of the first
anniversary of the date on which the Restricted Stock fully vests or the
first anniversary of the Grantees termination of employment with the Company
and its Subsidiaries and affiliates for any reason (the Supplemental
Period), the Restricted Stock shall remain subject to the provisions of
Section 17 hereof. If the Grantee violates the restrictions of Section 17
hereof during the Restricted Period or the Supplemental Period, the Company
shall have the right, but not the obligation, to declare the Restricted Stock
forfeited; in such event, the Company shall repurchase the Restricted Stock
from the Grantee in consideration for a cash payment equal to the monetary
payment (if any) made by the Grantee to the Company to acquire the Restricted
Stock or $.01 per share. Such right shall be exercised no later than thirty

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| |    | days after
the expiration of the Restricted Period and the Supplemental Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | c. | None of the
shares of Restricted Stock may be sold, exchanged, transferred, pledged,
hypothecated, assigned or otherwise encumbered or disposed of until they
shall have fully vested in accordance with Section 3d and, if applicable,
have become transferable in accordance with Section 3j (whichever occurs
last).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | d. | Subject to
the Grantees continued employment with the Company (or a Subsidiary
thereof), and except as provided below, the Restricted Stock shall vest one
third after the expiration of the third year after the Award Date, one third
after the expiration of the fourth year after the Award Date and the remainder
to vest after the expiration of the fifth year after the Award Date (each a
Vesting Date).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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| | e. | In the event
of the Grantees death or Disability while the Grantee remains employed by
the Company (or a Subsidiary thereof), the Restricted Stock shall become
vested on a pro rated basis based upon the number of months of the Grantees
employment since the Award Date. In the event the Grantees employment with
the Company (or a Subsidiary thereof) terminates for any reason other than by
death or Disability prior to the Vesting Date, the Restricted Stock shall be
forfeited immediately.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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| | f. | Notwithstanding
anything to the contrary herein but subject to Section 3j, if applicable, if
the Company is not the surviving corporation following a Change in Control,
and the Acquiror does not assume the Restricted Stock or does not substitute
equivalent equity awards relating to the securities of such Acquiror or its
affiliates for the Restricted Stock, then the Restricted Stock shall become
fully vested and all restrictions (other than transfer restrictions imposed
by Section 3j, if applicable) will immediately lapse For all purposes of this
Agreement, Change in Control shall mean (a) on or prior to the second
anniversary of the Award Date an event described in 26 C.F.R. section
1.280G-1 (Q/A 27 through 29) or 26 C.F.R. section 1.409A-3(i)(5)(i) and (b)
after the second anniversary of the Award Date, an event described in 26
C.F.R. section 1.280G-1 (Q/A 27 through 29) or 26 C.F.R. section
1.409A-3(i)(5)(i) or a transaction meeting the definition of Change in
Control contained in the Plan.
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| | g. | Notwithstanding
anything to the contrary herein but subject to Section 3j, if applicable, if
the Company is the surviving corporation following a Change in Control, or
the Acquiror assumes the Restricted Stock or substitutes equivalent equity
awards relating to the securities of such Acquiror or its affiliates for the
Restricted Stock, then the Restricted Stock or such substitute therefore
shall remain outstanding and be governed by their respective terms and the
provisions of the Plan, except, however, if the Grantees employment with the
Company (and its Subsidiaries) is terminated for any reason other than
cause within eighteen (18) months following a Change in Control, then the
Restricted Stock shall immediately become fully vested and all restrictions
(other than transfer restrictions imposed by Section 3j, if applicable) will
immediately lapse. For this purpose, cause shall have the meaning assigned
to such term under an employment agreement or change                                  

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| |    | in control
agreement between the Company and the Grantee in effect on the date of this
Award Agreement and, in the absence of such an employment agreement or change
in control agreement, shall mean:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (i)   | fraud,
misappropriation or intentional material damage to the property or business
of the Company or any Subsidiary, or                             
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of a felony whose determination is final and non-appealable, or entry of a
plea of guilty or no contest to the commission of a felony, or
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (iii) | material
violation of any material law, rule or regulation applicable to the Company
or any Subsidiary or its respective business.                  
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| |    | For purposes
of this provision, no act or failure to act, on the part of the Grantee,
shall be considered intentional unless it is done, or omitted to be done,
by the Grantee in bad faith or without reasonable belief that the grantees
action or omission was in the best interests of the Company. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by
the Board or upon the instructions of the Chief Executive Officer or a senior
officer of the Company or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by the
Grantee in good faith and in the best interests of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | h. | Intentionally
omitted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | i. | During the
Restricted Period and the Supplemental Period, the Restricted Stock shall be
recorded in a book entry account in the name of the Grantee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | j. | If the
Grantee is subject to the executive compensation requirements of section 111
(b) (3) (D) of the Emergency Economic Stabilization Act of 2008, as amended,
for the year that includes the Award Date, on each Vesting Date, a number of
vested shares of Restricted Stock with an aggregate fair market value equal
to the aggregate amount of federal, state and local taxes required to be
withheld and remitted directly to taxing authorities in connection with such
Vesting Date (as determined by the Committee) (the Tax Withholding Shares)
shall be transferable by the Grantee. The balance of the restricted Stock
shall become transferable as follows: an aggregate twenty-five percent (25%)
of the Restricted Stock (or if less, the entire number of vested shares of
Restricted Stock) shall be transferable when the Company has repaid at least
twenty-five percent (25%) of the aggregate financial assistance it received
pursuant to the United States Treasurys Capital Purchase Program (the
CPP); an aggregate of fifty percent (50%) of the Restricted Stock (or if
less, the entire number of vested shares of Restricted Stock) shall be
transferable when the Company has repaid at least at least fifty percent (50%)
of the aggregate financial assistance received under the CPP; an aggregate of
seventy-five percent (75%) of the Restricted Stock (or if less, the entire
number of vested shares of Restricted Stock) shall be transferable when the
Company has repaid at least at least seventy-five percent (75%) of the
aggregate financial assistance received under the CPP; and all of the
Restricted Stock (or if less, the entire number of vested shares of

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| |    | Restricted
Stock) shall be transferable when the Company has repaid all of the financial
assistance received under the CPP. For purposes of applying the percentages
immediately preceding sentence, the Tax Withholding Shares shall not be
counted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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| | k. | If the
Grantee is subject to the executive compensation requirements of section 111
(b)(3)(D) of the Emergency Economic Stabilization Act of 2008, as amended,
for the year that includes the Award Date (the Award Year) at December 31
of the Award Year, the grant-date value of the Restricted Stock shall be
compared to the limits imposed by 31 C.F.R. § 30.10. In the event the Company
awards Restricted Stock to the Grantee in excess of one third of the
Grantees Award Year annual compensation (or pro rate portion thereof), as
that term is defined in 31 C.F.R. Part 30, the Restricted Stock Award shall
be automatically reduced, without the consent of the Grantee or any other
party, to the extent necessary to limit the amount of the Restricted Stock by
a fraction, the numerator of which is the limit set forth in 31 C.F.R. §
30.10 and the denominator of which is the grant-date value of the Restricted
Stock.

4. Rights as Stockholder. The Grantee shall be entitled to
receive dividends and shall have the right to vote the Restricted Stock granted
hereunder and shall have all other shareholders rights with respect to the
Restricted Stock, with the exception that (i) the Grantee will not be entitled
to delivery of the stock certificate representing the Restricted Stock during
the Restricted Period and the Supplemental Period, (ii) the Company will retain
custody of the Restricted Stock during the Restricted Period and the
Supplemental Period, (iii) failure to attain any vesting conditions established
by the Committee and set forth in this Award Agreement shall cause the forfeiture
of the Restricted Stock in exchange for the payment of the cash purchase price,
if any, paid by the Grantee and (iv) if any dividends are paid in shares of
Stock or any other adjustment is made upon a change in the capital structure of
the Company, any new, substituted or additional securities or other property
(other than normal cash dividends) to which the Grantee is entitled by reason
of his or her Restricted Stock Award will be immediately subject to the same
restrictions as the Restricted Stock with respect to which they were issued.

5.Other Terms and Conditions.The Committee
shall have the discretion to determine such other terms and provisions hereof
as stated in the Plan. Without limiting the foregoing, the Restricted Stock
awarded hereunder is intended to constitute long-term restricted stock within
the meaning of 31 C.F.R. Part 30, and this Agreement, and the terms and
conditions of the Restricted Stock awarded hereunder, shall be subject to
amendment by the Committee, without the consent of the Grantee or any other
party, to the extent necessary to give effect to such intent and to comply in
all other respects with 31 C.F.R. Part 30 applicable to awards of long-term
restricted stock to which the bonus accrual and payment prohibitions of 31 C.F.R.
§30.10 do not apply. This Award Agreement shall be subject to further
unilateral amendment by the Company, if and to the extent the Company
determines, with the advice of counsel or on the basis of advice from a
national securities exchange on which the Company has listed or applied to list
its shares for trading, that such amendment is necessary to permit its shares
to be listed, or continue to be listed, due to the imposition of a listing
requirement pursuant to section 10D of the Securities Exchange Act of 1934, as
amended.

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6. No Right to Employment.Nothing herein
shall be deemed to (a) create any obligation on the part of the Company or any
Subsidiary to retain the Grantee in the employ of, or continue the provision of
services to, the Company or any Subsidiary or (b) be evidence of any agreement
or understanding, express or implied, that the Grantee has a right to continue
as an employee for any period of time or at any particular rate of
compensation.

7. Governing Law.The validity, construction,
interpretation and enforceability of this Award Agreement shall be determined
and governed by the laws of the State of New York without regard to any
conflicts or choice of law rules or principles that might otherwise refer
construction or interpretation of this Award Agreement to the substantive law
of another jurisdiction.

8. Waiver. The waiver by the Company of a breach
of any provision of this Award Agreement by Grantee shall not operate or be
construed as a waiver of any subsequent breach by Grantee.

9. Binding Effect.The
provisions of this Award Agreement shall be binding upon the parties hereto,
their successors and assigns, including, without limitation, the Company, its
successors or assigns, the estate of the Grantee and the executors, administrators
or trustees of such estate and any receiver, trustee in bankruptcy or
representative of the creditors of the Grantee.

10. Severability.
The provisions of this Award Agreement are severable and if any one or more
provisions may be determined to be illegal or otherwise unenforceable, in whole
or in part, the remaining provisions, and any partially unenforceable provision
to the extent enforceable in any jurisdiction, shall nevertheless be binding
and enforceable.

11. No Impact on Benefits.
Restricted Stock Awards are not compensation for purposes of calculating a
Grantees rights under any employee benefit plan that does not specifically
require the inclusion of Restricted Stock Awards in calculating benefits.

12. Beneficiary Designation. Each Grantee may name a beneficiary or beneficiaries to receive any Restricted Stock
that is vested at the Grantees death by executing and delivering to the
Company a Beneficiary Designation Form in the form attached hereto. Each
designation will revoke all prior designations made by the same Grantee and
will be effective only when filed in writing with the Committee. If a Grantee
has not made an effective beneficiary designation, the deceased Grantees
beneficiary will be the Grantees surviving spouse or, if none, the deceased
Grantees estate. The identity of a Grantees designated beneficiary will be
based only on the information included in the latest Beneficiary Designation
Form completed by the Grantee and delivered to the Company and will not be
inferred from any other evidence.

13. Tax Withholding.The
grant of the Restricted Stock Award hereunder does not result in any immediate
tax liability for the Grantee. However, the Grantee will have taxable income at
the time the Restricted Stock Award becomes vested. If the Company determines
that any federal, state, local or foreign tax or withholding payment is
required relating to the vesting of shares arising from this grant, the Company
shall have the right to require such payments from Grantee. If Grantee does not
make the required payment or direct the Company to withhold shares to satisfy
such withholding obligation, the Company may withhold from such Restricted
Stock Award, that number of shares of Stock equal to the minimum statutory
amount necessary to satisfy federal, state and local taxes required by law or
regulation to be withheld as a result of

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the vesting of
the Restricted Stock acquired under this grant divided by the Fair Market Value
of a share of Stock at the close of business on the day before the day on which
withholding is required to be effected, rounded down to the nearest share, or
to withhold such amounts from other payments due Grantee from the Company or
any Subsidiary. If the Grantee is subject to blackout periods under the
Companys Insider Trading Policy any choice on the Grantees part to pay the
required withholding amount or have shares withheld must be irrevocably made no
later than the last trading date on which the Grantee would be permitted to
sell shares in the market; thereafter, the method of withholding will be at the
Companys discretion.

14. Compliance with
Securities Laws.

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| | a. | No
Restricted Stock Award may be exercised or shares of Stock issued pursuant to
a Restricted Stock Award unless (1) a registration statement under the
Securities Act of 1933, as amended (the Securities Act), shall at the time
of exercise or issuance be in effect with respect to the shares issuable
pursuant to such award or (2) in the opinion of legal counsel to the Company,
the shares issuable pursuant to such award may be issued in accordance with
the terms of an applicable exemption from the registration requirements of
the Securities Act.                                                                                                                                            
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| | b. | The Company
may place upon any stock certificate for shares of Stock issued pursuant to a
Restricted Stock Award the following legend or such other legend as the Board
may prescribe to prevent disposition of the shares in violation of the
Securities Act or other applicable law:                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (ACT) AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT,
AND/OR COMPLIANCE WITH RULE 144 OF THE ACT OR A WRITTEN OPINION OF COUNSEL
FOR STATE BANCORP, INC. THAT SUCH REGISTRATION OR COMPLIANCE IS NOT
REQUIRED.
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| | c. | The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Companys legal
counsel to be necessary to the lawful issuance and sale of any shares
hereunder shall relieve the Company of any liability with respect to the
failure to issue or sell such shares as to which the requisite authority
shall not have been obtained. As a condition to the issuance of any Stock,
the Company may require the Grantee to satisfy any qualifications that may be
necessary or appropriate to evidence compliance with any applicable law or
regulation or to make any representation or warranty with respect thereto as
may be requested by the Company.

15. Gender and Number. Except where otherwise indicated by the context, any masculine
term used herein also shall include the feminine, the plural shall include the
singular, and the singular shall include the plural.

16. Severability. In the event any provision of this
Award Agreement shall be held illegal or

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invalid for any reason, the illegality or invalidity shall not affect
the remaining parts hereof, and this Award Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.

17. Restrictive Covenants.
The Company and its Subsidiaries conduct a consumer and business banking
business (the Companys Business). For all purposes of this Section 17, the
Companys Geographic Market shall be any town, county, village or other
municipal unit by which the Company or any Subsidiary maintains an office, and
any contiguous town, county, village or municipal unit (the Companys
Geographic Market).

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|(a) | Covenants. The
Grantee agrees to the following covenants:
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|    |                                                           | (i)  | Confidential
Information. Unless he obtains the prior written
consent of the Company, the Grantee shall keep confidential and shall refrain
from using for the benefit of himself, or any person or entity other than the
Company and its Subsidiaries (the Company and such Subsidiaries collectively,
the Companys Affiliated Group), any material document or information
obtained from a member of the Companys Affiliated Group in the course of his
employment with any of them concerning their current or planned future
properties, operations or business, including but not limited to information
concerning the Companys customers (the Confidential Information) unless
and until such document or information is readily ascertainable from public
or published information or trade sources or has otherwise been made
available to the public through no fault of his own; provided, however, that
nothing in this Section 17(a)(i) shall prevent the Grantee, with or without
the Companys consent, from participating in or disclosing documents or
information in connection with any judicial or administrative investigation,
inquiry or proceeding to the extent that such participation or disclosure is
compelled under applicable law; in such event, the Grantee shall, to the
extent practicable under the circumstances, notify the Company in advance of
and afford the Company an opportunity, at its own expense, to take action to
prevent or limit the scope of such participation or disclosure.
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|    |                                                           | (ii) | Proprietary
Information. The Grantee acknowledges that, during
the course of his employment, he will, alone or jointly with others, develop
or have access to information (whether in written, oral, electronic or other
form) concerning the Companys Affiliated Groups business plans, marketing
plans, methods and surveys, product and service design, development and
pricing plans and methods, customer lists, prospect lists, customer
relationship information and need assessments, profitability assessments,
technology, service marks, trademarks and other intellectual property, trade
secrets, know-how and other proprietary information concerning the Companys
Affiliated Group (the Proprietary Information). The Grantee acknowledges
that all such Proprietary Information is, as between the Grantee and the
Companys Affiliated Group, the sole property of the Companys Affiliated
Group and that the Grantee has no right, title or interest therein. During
his employment with the Company and at all times thereafter, the Grantee
shall refrain from using any Proprietary Information for the benefit of any
person or entity other than                                                                                                                                                                                                                                                                                                                                                             

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| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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| |  |       | the Companys Affiliated Group. At any time upon the Companys
request, and in any event upon his termination of employment with the
Company, the Grantee shall promptly return to the Company all Proprietary
Information in his possession in any form or media and all laptop computers,
cell phones and other property of the Companys Affiliated Group in his possession
and shall, if requested to do so by the Company, certify in writing that any
Proprietary Information not so returned has been destroyed.
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (iii) | Non-derogation.
While employed by the Company or any Subsidiary and at all times thereafter,
the Grantee shall refrain from making any statement (whether or not in
writing) concerning the Companys Affiliated Group or its business,
operations, customers, directors, officers, employees or owners that he
intends, or that a reasonable person acting in like circumstances would
expect, to impair in any respect the Companys Affiliated Groups business,
operations or reputation.                          
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (iv)  | Solicitation.
The Grantee, for a period of one (1) year following his termination of
employment with the Company or any Subsidiary, shall not, without the written
consent of the Company, either directly or indirectly:                                                                                                                                                                                                                                                                                              

| |  |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |  |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | (a) | solicit, offer employment to, or take any other action intended, or
that a reasonable person acting in like circumstances would expect, to have
the effect of causing any officer or employee of the Companys Affiliated
Group to terminate his or her employment and accept employment or become
affiliated with, or provide services with or without compensation in any
capacity whatsoever to, any person or entity engaged in a business or line of
business or providing a product or service in direct or indirect competition
with the Companys Business in the Companys Geographic Market;                                                                                             
| |  |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |  |  | (b) | provide any information, advice or recommendation with respect to any
such officer or employee to any person or entity that is intended, or that a
reasonable person acting in like circumstances would expect, to have the
effect of causing, encouraging or enabling any officer or employee of the
Companys Affiliated Group to terminate his employment and accept employment
or become affiliated with, or provide services with or without compensation
in any capacity whatsoever to, any person or entity engaged in a business or
line of business or providing a product or service in direct or indirect
competition with the Companys Business in the Companys Geographic Market;
or
| |  |  |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |  |  | (c) | directly or indirectly solicit, or facilitate in any manner any other
persons or entitys solicitation of, business in competition with the
Companys Business in the Companys Geographic market from (I) any of the
Companys customers with whom the Grantee served as a relationship manager,
or whom the Grantee was assigned to solicit on behalf of the Company, at any
time during the period of one (1) year ending on the date of his termination
of employment; (II) any other person or entity which the Grantee knows to be
one of the Companys customers, or (III) any other person or entity which the
Grantee knows is                                                           

8

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| |  |  |  |  |                                                                                                                                                                                                                              
| |  |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  |  | being actively solicited by the Company on, or had been identified
for active solicitation by the Company at any time during the period of one
(1) year ending on the date of his termination of employment with the
Company.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Reasonableness of Covenants.
The Grantee acknowledges that: (i) the Company has a legitimate business
interest in preserving its investment in its Confidential Information and
Proprietary Information, and the Companys customers; (ii) the restrictions
set forth in this Section 17 constitute reasonable restrictions to protect
the Companys legitimate business interests; (iii) such restrictions are
reasonable in duration, geographic scope and scope of business protected;
(iv) observing such restrictions will not unreasonably impair the Employees
ability to seek or secure employment following his termination of employment
with the Company; and (v) his employment by the Company constitute adequate
consideration for his adherence to such restrictions. The Grantee hereby
waives his right, in any action or proceeding relating to the enforcement or
enforceability of the provisions of this Section 17, to make any argument or
assertion to the contrary.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c) | Reasonableness of Damages.
The Grantee hereby acknowledges that the forfeiture of the Restricted Stock
as provided herein constitutes reasonable but non-exclusive damages and
waives his right, in any action or proceeding relating to the enforcement or
enforceability of the provisions of this Section 17, to make any argument or
assertion to the contrary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(d) | Specific Performance.
The Grantee acknowledges that money damages will not be an adequate remedy
for his failure to observe or perform any of the covenants set forth in
Section 17(a). Therefore, the Company shall have the right to apply to any
court of competent jurisdiction for equitable relief, including but not
limited to a temporary restraining order or injunction ordering specific
performance. The Grantee hereby waives his right, in any action or proceeding
relating to any application for equitable relief, to make any argument or
assertion to the contrary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(e) | Notification to Subsequent Employers and
Potential Employers. Prior to accepting employment
with any person or entity other than a member of the Companys Affiliated
Group, the Grantee shall disclose to such person or entity the existence of
this Agreement and furnish such person or entity with a copy hereof. The
Company reserves the right, and the Grantee hereby authorizes the Company (i)
to notify any person or entity making a pre-hire or post-hire inquiry of the
Company concerning the Grantee of the existence of this Agreement and to
furnish to such person or entity a copy hereof and (ii) to notify any person
or entity engaged in a business or line of business or providing products or
services in direct or indirect competition with the Companys Business in the
Companys Geographic Market by whom the Grantee is subsequently employed, or
with whom the Grantee is subsequently affiliated as an owner, investor,
financier, director, officer, employee, independent contractor, vendor or
service provider, whether for or without compensation, of the existence of
this Agreement and to furnish to such person or entity a copy hereof.

9

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | Reformation or Modification.
In the event that this Section 17 or any portion hereof shall be found by an
arbitrator or court of competent jurisdiction to be unenforceable as written,
such court or arbitrator shall, and is hereby authorized to, modify this
Section 17 or any portion hereof in such manner as he or it determines to be
necessary to render this Section 17 enforceable to the maximum possible
extent and to enforce this Section 17 as so modified.

18. Effective Date; Conditions of
Effectiveness. This Agreement and the Restricted Stock
Award evidenced hereby shall take effect on the Award Date; provided that the
following conditions are met: (a) the Grantee is an employee in good standing
of the Company or a Subsidiary of the Company on the Award Date and (b) the
Grantee has executed this Agreement and delivered the executed Agreement to the
Company prior to the close of business on the Award Date. If either of the
foregoing conditions is not met, this Agreement shall not take effect and the
Restricted Stock Award evidenced hereby shall be null and void.

IN WITNESS
WHEREOF, the parties hereto have caused this Award Agreement to be executed to
be effective as of the date written above.

|                    |          |  |  | 
|------------------- | -------- |  |  | 
|State
Bancorp, Inc. | Grantee: | 
|                    |          | 
|By:                 |          |  |  | 
|                    |          |  |  | 
|                    | [Name]   |  |  | 
|                    | [Title]  |  |  | 

10

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State Bancorp. Inc.
2006 Equity Compensation Plan Restricted Stock Award Agreement
Beneficiary Designation Form

Please
complete this form to designate a beneficiary to receive any Restricted Stock
that has been awarded to you pursuant to the Award Agreement dated _________
____, ____ under the State Bancorp, Inc. 2006 Equity Compensation Plan and that
has become vested as of the time of your death or to change a current
beneficiary designation. In the future, you may revoke this form and designate
a different beneficiary by completing and delivering another Beneficiary
Designation Form to the Company.

Grantee Information

|      |                                                                                                 
|----- | ------------------------------------------------------------------------------------------------
|Name: | ________________________________________________________________________________________________

|                        |                                                                                   
|----------------------- | ----------------------------------------------------------------------------------
|Social
Security Number: | __________________________________________________________________________________

|                |                                                                                            
|--------------- | -------------------------------------------------------------------------------------------
|Street
Address: | ___________________________________________________________________________________________

|                  |                                                                                            
|----------------- | -------------------------------------------------------------------------------------------
|City, State, Zip: | ___________________________________________________________________________________________

|              |                                                                                            
|------------- | -------------------------------------------------------------------------------------------
|Phone Number: | ___________________________________________________________________________________________

You are not limited to three (3) primary
beneficiaries and three (3) contingent beneficiaries.
To designate additional beneficiaries, please attach, date and sign a separate
piece of paper.

When designating
beneficiaries please use whole percentages and be sure that the percentages for
each group of beneficiaries (primary and contingent) total 100%. Your primary beneficiary cannot be
your contingent beneficiary. If you designate a trust as a beneficiary, please
include the trusts name and trust date.

Primary Beneficiar
(ies)

I hereby
designate the person(s) named below as primary beneficiar (ies) to receive any
Restricted Stock that has become vested as of the date of my death:

|   |                              |  |                                          
|-- | ---------------------------- |  | -----------------------------------------
|1. | Individual
or Trust Name:    |  | ________________________________________ 
|   | Percentage:                  |  | ________________________________________%
|   | Date of
Birth or Trust Date: |  | ________________________________________ 
|   | Relationship
to Grantee:     |  | ________________________________________ 
|   |                              |  |                                          
|2. | Individual
or Trust Name:    |  | ________________________________________ 
|   | Percentage:                  |  | ________________________________________%
|   | Date of
Birth or Trust Date  |  | ________________________________________ 
|   | Relationship
to Grantee:     |  | ________________________________________ 
|   |                              |  |                                          
|3. | Individual
or Trust Name:    |  | ________________________________________ 
|   | Percentage:                  |  | ________________________________________%
|   | Date of
Birth or Trust Date: |  | ________________________________________ 
|   | Relationship
to Grantee:     |  | ________________________________________ 

11

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If more than one person is
named and no percentages are indicated, payment will be made in equal share to
my primary beneficiar (ies) who survive(s) me. If a percentage is indicated and
a primary beneficiar (ies) does not survive me, the percentage of that primary
beneficiarys designated share shall be divided equally among the surviving
primary beneficiar (ies).

Contingent Beneficiar
(ies)

If there is no
primary beneficiar(ies) living a the time of my death, I hereby specify the
following contingent beneficiar(ies) to receive any Restricted Stock that has
become vested as of the date of my death:

|   |                              |  |                                          
|-- | ---------------------------- |  | -----------------------------------------
|1. | Individual
or Trust Name:    |  | ________________________________________ 
|   | Percentage:                  |  | ________________________________________%
|   | Date of
Birth or Trust Date: |  | ________________________________________ 
|   | Relationship
to Grantee:     |  | ________________________________________ 
|   |                              |  |                                          
|2. | Individual
or Trust Name:    |  | ________________________________________ 
|   | Percentage:                  |  | ________________________________________%
|   | Date of
Birth or Trust Date: |  | ________________________________________ 
|   | Relationship
to Grantee:     |  | ________________________________________ 
|   |                              |  |                                          
|3. | Individual
or Trust Name:    |  | ________________________________________ 
|   | Percentage:                  |  | ________________________________________%
|   | Date of
Birth or Trust Date: |  | ________________________________________ 
|   | Relationship
to Grantee:     |  | ________________________________________ 

Payment to
contingent beneficiar (ies) will be made according to the rules of succession
described under Primary Beneficiar (ies).

By
executing this form:

| |   |                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | I am aware
that the beneficiary information in this form becomes effective when
delivered to the Company and will remain in effect until I deliver to the
Company another completed and signed Beneficiary Designation Form with a
later date.
| |   |                                                                                                                                                                                                                                               
| |  | I understand
that I may designate a beneficiary for my Restricted Stock and that if I
choose not to designate a beneficiary, my beneficiary will be my surviving
spouse or, if I do not have a surviving spouse, my estate.                   

|     |  |        
|---- |  | -------
|     |  |        
|Date |  | Grantee

12

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