Exhibit (10) H (1)


FORM OF RESTRICTED STOCK AGREEMENT


 


	Name of Employee:  «FIRSTNAME» «LASTNAME»	No. of Shares:  «ISO»
	 	Exercise  Price: $


 


 


PEAPACK-GLADSTONE FINANCIAL CORPORATION


RESTRICTED STOCK AWARD AGREEMENT (“AGREEMENT”)


 


PEAPACK-GLADSTONE FINANCIAL
CORPORATION, a New Jersey corporation (“Company”), this __ day of ________,
____ (“Award Date”) hereby grants to «FIRSTNAME» «LASTNAME»
(“Employee”), an employee of the Company or a subsidiary thereof, pursuant to the Company's 2006 Long-Term Stock Incentive
Plan (“Plan”), shares of the Common Stock, no par value, of the Company subject to the restrictions set forth herein
(“Restricted Stock”) in the amount and on the terms and conditions hereinafter set forth.


 


		1.	Incorporation by Reference of Plan. The provisions of the Plan, a copy of which is being
furnished herewith to the Employee, are incorporated by reference herein and shall govern as to all matters not expressly provided
for in this Agreement. Capitalized terms not defined herein have the meanings set forth in the Plan. In the event of any conflict
between the terms of this Agreement and the Plan, the terms of the Plan shall govern.



 


		2.	Award of Restricted Stock; Escrow. The Company hereby awards the Employee «ISO»
shares of Restricted Stock (“Shares”). The Shares shall be placed in escrow with the Escrow Agent selected by the Committee
until all the restrictions (“Restrictions”) specifically set forth in this Agreement and in Section 8 of the Plan with
respect to the Shares shall expire or be cancelled and all required tax withholding obligations are satisfied, at which time the
Shares shall be released from escrow and the Company shall issue to the Employee a stock certificate with respect to such Shares,
free of all Restrictions. Restricted Stock shall have all dividend and voting rights as set forth in Section 8 of the Plan. However,
dividends paid on the Restricted Stock shall be deferred and held by the Escrow Agent until the Restrictions with respect to the
Shares upon which such dividends were paid, expire or are cancelled, at which time the Company shall deliver to the Employee such
dividends, with interest, if any. If the Employee forfeits any Shares awarded hereunder, such Shares and any dividends with respect
thereto, with interest, if any, shall automatically revert to the Company (without any payment by the Company to the Employee)
and shall no longer be held in escrow for the Employee.



 


	3.	Restrictions     (a)     Vesting. The Shares and related dividends
shall not be delivered to the Employee and may not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee
until such Shares have vested in the Employee in accordance with the following schedule:




 


(b) Forfeiture.
Shares not yet vested (and any related dividends and interest) shall be forfeited and automatically transferred to the
Company upon the Employee’s ceasing to be employed by the Company and its subsidiaries for any reason other than death,
Disability, Retirement or a Change in Control. Upon termination of employment by reason of death, Disability or Retirement,
or upon a Change in Control, all restrictions upon the Shares shall thereupon immediately lapse. The Plan defines Retirement
as follows:


 


“Retirement” means
the retirement from active employment of an employee or officer, but only if such person meets all of the following requirements:
(i) he has a minimum combined total of years of service to the Company or any Subsidiary (excluding service to any acquired company)
and age equal to eighty (80), (ii) he is age sixty-two (62) or older, and (iii) he provides six (6) months prior written notice
to the Company of the retirement.


 


If the Employee retires but fails
to meet such conditions, he or she shall not be deemed to be within the definition of Retirement for any purpose under the Plan
and this Agreement.


 


		4.	Registration. If Shares are issued in a transaction exempt from registration under the Securities
Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing certificates
representing the Shares, the Employee shall represent in writing to the Company that he or she is acquiring the Shares for investment
purposes only and not with a view to distribution or resale, and the certificates representing the Shares shall bear the following
legend:



 



    	103



    	 



    




“These shares have not been registered
under the Securities Act of 1933, as amended. No transfer of the shares may be effected without an opinion of counsel to the Company
stating that the transfer is exempt from registration under the Securities Act of 1933 and any applicable state securities laws
or that the transfer of the shares is covered by an effective registration statement with respect to the shares.”


 


		5.	Acceptance of Provisions. The execution of this Agreement by the Employee shall constitute
the Employee’s acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.



 


		6.	Notices. All notices and other communications required or permitted under the Plan and this
Agreement shall be in writing and shall be given either by (i) personal delivery or regular mail, in each case against receipt,
or (ii) first class registered or certified mail, return receipt requested. Any such communication shall be deemed to have been
given (a) on the date of receipt in the cases referred to in clause (i) of the preceding sentence and (b) on the second day after
the date of mailing in the cases referred to in clause (ii) of the preceding sentence. All such communications to the Company shall
be addressed to it, to the attention of its Secretary, at its then principal office and to the Employee at his or her last address
appearing on the records of the Company or, in each case, to such other person or address as may be designated by like notice hereunder.



 


		7.	Taxes. The Employee generally will be subject to tax at ordinary income rates on the fair
market value of the Shares and accrued dividends at the time they vest. However, if the Employee elects, under Section 83(b) of
the Internal Revenue Code of 1986, as amended (“Code”), within thirty (30) days of the Award Date, he or she will be
subject to tax at ordinary income rates on the fair market value of the Shares on the Award Date (determined without regard to
the Restrictions). The foregoing statement of tax consequences is intended only as a generalized statement of current Federal tax
law (as in existence on the date of this Agreement) and the Employee should consult his or her tax consultant to determine the
specific tax consequences of this award from time to time. The Employee shall deliver to the Company any Federal, state and local
tax withholding required by law in connection herewith within ten (10) days after recognition of any income from this award. The
Employee shall notify the Company within ten (10) days of making an election under Section 83(b), or any successor section, of
the Code.



 


		8.	Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements
between the parties with respect to their subject matter, and this Agreement cannot be changed except by a writing executed by
both parties. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable
to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for convenience of
reference and shall not affect its meaning or interpretation.



 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


 


	PEAPACK-GLADSTONE 	 	EMPLOYEE
	FINANCIAL CORPORATION	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	Signature of Employee


 








    	104