EXHIBIT 10.4

  

  

  

  

  

  
    Restricted Stock Award Agreement

    

    

    Granted by

    

    

    CARVER BANCORP, INC.

    

    

    under the

    

    

    CARVER BANCORP, INC.

    2014 EQUITY INCENTIVE PLAN

    

    

    This restricted stock award agreement (“Restricted Stock Award” or “Agreement”)
      is subject to the provisions of the 2014 Equity Incentive Plan (the “Plan”) of Carver Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a
      part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”)
      hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the
      Plan (“Committee”) or the Company's Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except
      where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

    
      	
              1.

            	
              Name/Title of Participant:______________________

               

              

            


    

    
      	
              2.

            	
              Date of Grant:___________________________

               

              

            


    

    
      	
              3.

            	
              Number of shares of Company common stock, $0.01 par value per share, covered by the Restricted
                  Stock Award:________

               

                

            


    

        (subject to adjustment pursuant to
      Section 8 hereof).

     

    

    
      	
              4.

            	
              Vesting Schedule.  Except as otherwise provided in this Agreement, this Restricted Stock Award vests as set forth below:

            


    

     

        

          
          Shares Vesting Date

    

    

    

    

     

    

    
      
        


    

    
    

    

    

    5.   Grant of
        Restricted Stock Award.

    

    

    The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and
      held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant.  Notwithstanding the
      foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

    If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock.  The
      Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

    	6.	
            Terms and Conditions.

          


    	

          	6.1	
            The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.

             

            

          


    	

          	6.2	
            Dividends on shares of Restricted Stock, if any, will be retained in the Plan until the Restricted Stock on which such dividend is paid vests and such dividend (and earnings thereon, if any) will be distributed
              within two and one-half months of such vesting date.

          


    
      	7.	
              Delivery of Shares.

            


    

    Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act, to the extent applicable),
      and the applicable requirements of any securities exchange or similar entity.

    

    

    	8.	
            Adjustment Provisions.

          


    

    

    This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence
      of the events specified in, and in accordance with the provisions of, Section 3.3 of the Plan.

    9.   Effect of Termination of Service on Vesting of
        Restricted Stock Award.

    9.1 Death.  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not
        immediately vested, at the date of Termination of Service.

     

      

    9.2 Disability.  In the event of the Participant’s Termination of Service by reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not immediately vested,
        at the date of Termination of Service.

    
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    9.3 Retirement.  In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire
        and be forfeited.  “Retirement” shall have the meaning set forth in Section 8.1(ee) of the Plan.

     

      

    9.4 Change in Control.  In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards held by the Participant will expire and be forfeited.

     

      

    9.5 Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will
        expire and be forfeited.

     

      

    9.6 Other Termination.  If a Participant terminates Service for any reason other than due to death or Disability or for Cause, all shares of 
        Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

    10.   Miscellaneous.

    	

          	10.1	
            No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

             

            

          


    	

          	10.2	
            This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

             

            

          


    	

          	10.3	
            Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

             

            

          


    	

          	10.4	
            This Restricted Stock Award will be governed by and construed in accordance with the laws of the United States and the State of New York.

             

            

          


    	

          	10.5	
            This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
              obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.  This Agreement and the Restricted Stock Awards granted hereunder are
              subject to rules and regulations of the Federal Deposit Insurance Corporation at 12 U.S.C. Section 1828(k) and 12 C.F.R. Part 359.

          


    
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    IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

     CARVER BANCORP, INC.

    By:________________________
      

    Its:________________________
        

      

    

    

    PARTICIPANT’S ACCEPTANCE

    The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2014
      Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2014 Equity Incentive Plan.

     PARTICIPANT

     

    

    _______________________

     

    

     

    

     

    

    

    

     

    

    

    

     

    

    

    

  

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