Fourth Form of Restricted Stock Award Agreement



 Exhibit 10.38 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 
 THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (the “Agreement”) is made and entered into as of the             day of             , 2012 and shall be
deemed effective as of             (the “Effective Date”), by and among NewBridge Bancorp, a North Carolina corporation (the “Corporation”), NewBridge Bank, a North
Carolina commercial bank (the “Bank”), and the award recipient whose signature appears below (the “Participant”). 
 WHEREAS, the Corporation is the holding company of the Bank, and the Bank is an Affiliate of the Corporation; and 
 WHEREAS, the NewBridge Bancorp Amended and Restated Comprehensive Equity Compensation Plan for Directors and Employees Plan has been approved by the Corporation’s Board of Directors and by its
shareholders, and has been thereafter amended from time to time (the “Plan”); and 
 WHEREAS, Participant is an
employee of the Bank, and the Boards of Directors of the Corporation and the Bank, and the Compensation Committee of those Boards (the “Committee”), have determined that it is desirable and in the best interests of the Corporation and the
Bank to make an award (the “Award”) to Participant of conditional rights to receive shares of the common stock of the Corporation (“Common Stock”) as permitted under the Plan, subject to certain restrictions as specified below.

 NOW, THEREFORE, the Parties agree as follows: 
 Section 1. Date of Award. The date of the making the Award under this Agreement shall be deemed to be the Effective Date. 

Section 2. Award of Restricted Stock Units. Each conditional right to a share of Common Stock awarded hereby shall be
referred to as a restricted stock unit (“Restricted Stock 







 
Unit”). Participant is awarded that number of Restricted Stock Units set forth on Annex A attached hereto. Each Restricted Stock Unit entitles Participant, upon vesting requirements set
forth in Annex A attached hereto and the Plan being satisfied, to receive one (1) share of Common Stock at no purchase price per share, subject to any restrictions on transfer set forth in Annex B attached hereto. The Restricted Stock Units
shall be delivered in the form of shares of Common Stock ( “Plan Shares”) at such time as they are vested herein or at such later time as they are Fully Vested (as defined herein). 

Section 3. Representations, Warranties and Transfer Restrictions. 

(a) Representations and Warranties. Participant makes and agrees to the representations and warranties set forth in Annex C
attached hereto. 
 (b) Restrictions. The Committee may cause a legend to be placed on any certificate representing any
of the Plan Shares to make appropriate reference to transfer restrictions established by the Committee or may cause such restrictions to be recorded on the book entry in the Corporation’s share registry with respect to such Plan Shares if
issued in uncertificated form. Additionally, Participant agrees that the Plan Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or quoted and any other applicable federal or state securities laws, rules or regulations, and the Committee may cause a legend or legends to be placed
on any certificate representing any of the Plan Shares to make appropriate reference to such restrictions or may cause restrictions to be recorded on the book entry in the Corporation’s stock registry with respect to such Plan Shares if issued
in uncertificated form. 

  
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 (c) Other Transfer Restrictions. No Restricted Stock Unit granted hereunder may be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Participant. 
 Section 4.
Forfeiture. If Participant’s employment by the Bank terminates during the later to occur of (a) the expiration of the Vesting Period applicable to a Restricted Stock Unit as specified on Annex A and (b) the date such Restricted
Stock Unit is fully vested, Participant shall forfeit such Restricted Stock Unit. 
 Section 5. Vesting of
Restricted Stock Units and Delivery of Plan Shares. 
 (a) Vesting. Each Restricted Stock Unit shall vest and become
nonforfeitable as provided in Annex A. Participant must be employed by the Bank or an Affiliate thereof at all times during, and through the final day of, the applicable Vesting Period of such Restricted Stock Unit. However, all unvested Restricted
Stock Units shall become vested and nonforfeitable upon a Change in Control as set forth in the Plan. 
 (b)
Delivery of Plan Shares to Participant. After the date on which a Restricted Stock Unit has become vested as provided in this Agreement and in the Plan and after any later date that such Restricted Stock Unit becomes Fully Vested, the
Committee shall instruct the Corporation to cause to be issued to Participant all Plan Shares derived from such Restricted Stock Unit, free from any restrictions other than such restrictions as may be imposed pursuant to Section 3, but subject
to the provisions of Annex D attached hereto. The delivery of the Plan Shares shall be accomplished on or before the
30th day following the expiration of the applicable
Vesting Period (as such extended period may be established by the Committee to permit all necessary calculations set forth on Appendix A to be performed) or such later date as the applicable Restricted Stock Unit is Fully Vested, and shall be in
uncertificated form effected through appropriate notation and book entry recordation in the Corporation’s stock registry unless, in its discretion, the Committee elects to cause such Plan Shares to be issued in certificated form. 

  
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 (c) Plan Shares Relating To Forfeited Restricted Stock Units. If any Restricted Stock
Unit is forfeited pursuant to this Agreement and the Plan, the Plan Share relating to the forfeited Restricted Stock Unit shall thereafter be available for award as provided in the Plan and shall cease to be subject to this Agreement. 

Section 6. Rights of Holders of Restricted Stock Units. 

(a) No Shareholder Rights. As a holder of Restricted Stock Units, Participant shall have no rights as a shareholder of the
Corporation. Until vested or any later date on which they become Fully Vested, Restricted Stock Units represent an unfunded, unsecured and contingent obligation of the Corporation to issue the applicable Plan Shares. 

Section 7. Effect of Award on Status of Participant. The Award made to Participant under this Agreement does not
confer on Participant any right to continued employment with the Bank, the Corporation or any Affiliate of either. 

Section 8. Impact of Award on Other Benefits of Participant. Neither the contingent value of the Restricted Stock
Units nor the value of any Plan Shares issued to Participant under this Agreement shall be includable as compensation or earnings for purposes of any other benefit plan offered by the Bank, the Corporation or any Affiliate of either, except to the
extent of any qualified employee benefit plan which specifically provides that any such value shall be included as compensation or earnings for purposes of such plan. 
 Section 9. Taxes and Tax Withholding. Upon the distribution of the applicable Plan Shares to Participant, at the election of the Corporation, Participant shall either (a) sell to
the Corporation a number of the Plan Shares that would otherwise be distributed to Participant as would have a fair market value equal to the then existing minimum withholding requirement for 


  
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all federal, state and local income, excise and employment taxes payable by the Corporation or the Bank on account of such vesting and distribution (the “Tax Amount”) or (b) pay
the Tax Amount in cash to the Bank. 
 Section 10. Adjustments. In the event of any change (such as a
reorganization, merger or other change) in the character of the Common Stock or the issuance of shares of Common Stock by the Corporation pursuant to a stock split, stock dividend, recapitalization or other transaction pursuant to which the
Corporation issues additional shares of Common Stock to, or reduces the number of shares of Common Stock held by, its shareholders, then the number of Plan Shares issuable upon the vesting of a Restricted Stock Unit, or any later date the applicable
Restricted Stock Unit is Fully Vested, shall be the same as if Participant had held the number of Plan Shares acquirable under such Restricted Stock Unit prior to such change or issuance and had participated therein on the same basis of other
shareholders of Common Stock. By way of clarification and not limitation, it is not intended that a merger, share exchange or other transaction through which the Corporation or the Bank acquires another entity or the assets of another entity through
the use of Common Stock as consideration, a Common Stock offering by the Corporation, or the issuance of Common Stock by the Corporation through a dividend reinvestment or stock purchase plan shall be deemed to require any such adjustment.

 Section 11. Notices. Any notices or other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been sufficiently given if (a) hand delivered, (b) if deposited in the United States mail by certified mail, return receipt requested, properly addressed and postage prepaid, or
(c) sent next day delivery by a nationally recognized overnight courier service, all charges prepaid, if to the Corporation, the Bank or the Committee at NewBridge Bancorp, 1501 Highwoods Boulevard, Suite 400, Greensboro, North Carolina 27419,
Attn: President and Chief Executive Officer; and, if to 

  
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Participant, at his or her last address appearing on the employment records of the Bank. The Corporation, the Bank, the Committee and Participant may change its, his or her address herein by
giving written notice of such change as provided herein. Any notice or other communication hereunder shall be deemed to have been given: (i) if hand delivered, on the date of such delivery; (ii) if sent by United States certified mail, on
the third (3rd) business day following the date deposited with the United States Postal Service, or (iii) if sent by overnight courier, on the next business day following the date of timely delivery to such courier. 

Section 12. Construction Controlled by Plan. The Plan, a copy of which is attached hereto as Annex E, is incorporated
herein by reference. This Award of Restricted Stock Units shall be subject to the terms and conditions of the Plan, and Participant hereby assumes and agrees to comply with all of the obligations imposed upon Participant in the Plan. This Agreement
shall be construed so as to be consistent with the Plan. The provisions of the Plan shall be deemed to be controlling in the event that any provision hereof should appear to be inconsistent therewith. Capitalized terms used but not defined herein or
in the Annexes hereto shall have the meanings ascribed to them in the Plan. 
 Section 13. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and enforceable under applicable law, but if any provision of this Agreement is determined to be unenforceable, invalid or illegal, the validity
of any other provision or part thereof shall not be affected thereby and this Agreement shall continue to be binding on the parties hereto as if such unenforceable, invalid or illegal provision or part thereof had not been included herein.

 Section 14. Governing Law. Without regard to the principles of conflicts of laws, the laws of the State of
North Carolina shall govern and control the validity, interpretation, performance, and enforcement of this Agreement. 

  
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 Section 15. Modification of Agreement; Waiver. Except as otherwise
provided in Sections 11 and 21, this Agreement may be modified, amended, suspended or terminated, and any terms, representations or conditions may be waived, only by a written instrument signed by each of the parties hereto or their successors in
interest; provided, however, that to the extent that Section 409A of the Internal Revenue Code, including guidance and regulations issued thereunder (“Section 409A”), applies to any portion of this Agreement or any Award issued
hereunder, no amendment, suspension or termination shall be effectuated unless it complies with the requirements of Section 409A. The failure of Participant or the Corporation and the Bank to insist upon strict compliance with any provision of
this Agreement or to assert any right he or she or the Corporation and the Bank may have under this Agreement shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 

Section 16. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective heirs, legatees, personal representatives, executors, administrators, successors and assigns. 

Section 17. Miscellaneous. Any dispute, controversy or claim between the parties hereto arising out of or relating to
this Agreement shall be settled by arbitration conducted in the City of Greensboro, North Carolina, in accordance with the Commercial Rules of the American Arbitration Association then in force and North Carolina law. The arbitration decision or
award shall be final and binding upon the parties. The arbitration shall be in writing and shall set forth the basis therefor. The parties hereto shall abide by all awards rendered in such arbitration proceedings, and all such awards may be enforced
and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought. Each party shall bear its own costs with respect to such arbitration, including reasonable attorneys’ fees; provided, however,
that: (i) the fees of the American Arbitration Association shall be borne 

  
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equally by the parties; and (ii) if the arbitration is resolved wholly in Participant’s favor, his or her costs of arbitration (including his or her reasonable attorneys’ fees)
shall be paid by the Corporation. 
 Section 18. Entire Agreement. This Agreement (and Annexes) and the Plan
constitute and embody the entire understanding and agreement of the parties hereto and, except as otherwise provided hereunder, there are no other agreements or understandings, written or oral, in effect between the parties hereto relating to the
matters addressed herein. 
 Section 19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 
 Section 20. Further Assurances. The parties agree to execute any further instrument and to take such action as may be reasonable necessary to carry out the intent of this Agreement.

 Section 21. Section 409A Exemption. It is intended that the Plan, this Agreement, the Restricted
Stock Units and the Plan Shares issued hereunder fall within the short-term deferral exemption provided by Section 409A such that the Restricted Stock Units and Plan Shares fall outside the scope of Section 409A and are not required to
comply with the Section 409A requirements. The Plan, this Agreement, the Restricted Stock Units and the Plan Shares will be administered and interpreted in a manner consistent with the intent set forth in this Section 21. The Corporation
and the Bank reserve the right to amend the Plan and/or this Agreement, without Participant’s consent, to the extent the Committee reasonably determines from time to time that such amendment is necessary in order to achieve the purposes of this
Section. Notwithstanding the foregoing, neither the Corporation nor the Bank make any representations or warranties as to the treatment of the Restricted Stock Units or the Plan Shares, or any settlement thereof, under Section 409A. 


  
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 IN WITNESS WHEREOF, each of the Corporation and the Bank have caused this Agreement to be
executed in its corporate name by its President and Chief Executive Officer, or one of its Executive Vice Presidents, and attested by its Secretary or one of its Assistant Secretaries, all by authority of its Board of Directors first duly given, and
Participant has executed this Agreement, in each case as of the day and year first above written. 
  

					
		 	 NEWBRIDGE BANCORP

			
		 	By:	 	 
			
	ATTEST:	 		 	
			
	By: 
                                         
                                       	 		 	
			
	                             
                         Secretary	 		 	
		
		 	 NEWBRIDGE BANK

			
		 	By:	 	 
			
	ATTEST:	 		 	
			
	By: 
                                         
                                       	 		 	
			
	                             
                         Secretary	 		 	
			
	[Corporate Seal]	 		 	
		
		 	 PARTICIPANT

		
		 	
                         
                                       
(SEAL)



  
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 ANNEX A 
 NUMBER OF RESTRICTED STOCK UNITS; VESTING 
 1. Number. 

Participant is awarded
            (            ) Restricted Stock Units. 
 2. Defined Terms: 
  

	 	(i)	“Committee” shall mean the Compensation Committee of the Boards of Directors of the Corporation and the Bank. 


 

	 	(ii)	“Fully Vested” shall mean the following: 

  

	 	(A)	twenty-five percent (25%) of the Restricted Stock Units otherwise vested in Participant as provided herein shall become distributable in Plan Shares upon the
Corporation’s repayment of twenty-five percent (25%) of the TARP Funds; 

  

	 	(B)	an additional twenty-five percent (25%) of the Restricted Stock Units otherwise vested in Participant as provided herein shall become distributable in Plan Shares
upon the Corporation’s repayment of fifty percent (50%) of the TARP Funds; 

  

	 	(C)	an additional twenty-five percent (25%) of the Restricted Stock Units otherwise vested in Participant as provided herein shall become distributable in Plan Shares
upon the Corporation’s repayment of seventy-five percent (75%) of the TARP Funds; 

  

	 	(D)	the remainder of the Restricted Stock Units otherwise vested in a Participant as provided herein shall become distributable in Plan Shares upon the Corporation’s
repayment of one hundred percent (100%) of the TARP Funds. 


  
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	 	(iii)	“Vesting Period” has the meaning set forth in Section 3 below. 

 3. Vesting. The Restricted Stock Units awarded herein shall vest, if at all, as provided below: 
 (a) Fifty percent (50%) of the Restricted Stock Units shall vest at 12:00:01 o’clock, a.m., on January 1, 2016; and 
 (b) Some or all of fifty percent (50%) of the Restricted Stock Units shall vest at 12:00:01 o’clock, a.m., on January 1, 2015 as set forth below (the “Performance Award”). The
period ending at midnight immediately preceding the date and time set forth above is the “Vesting Period” for the applicable Restricted Stock Units. 
 The Committee shall have the following calculated: 
 (i) the Bank’s
non-accrual loans as a percentage of total loans as of the end of the fiscal quarter ending December 31, 2014 (the “NAL Percentage”); 
 (ii) the Bank’s return on average assets for the fiscal quarter ending December 31, 2014 (the “ROAA”); 
 (iii) the Bank’s efficiency measurement (meaning the concept of “efficiency ratio” as commonly used in the banking industry) for the fiscal quarter ending December 31, 2014 (the
“Efficiency Measurement”); and 
 (iv) the Bank’s net interest margin for the fiscal quarter ending
December 31, 2014 (the “Margin”). 

  
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 The Committee shall also obtain information showing the performance of all banks, organized
in the United States and having total assets of $1.0 billion to $5.0, in terms of the NAL Percentage, the ROAA, the Efficiency Measurement and the Margin for the fiscal quarter ending December 31, 2015 (the “National Results”). It is
intended that this information will be drawn from the applicable Uniform Bank Performance Reports published by the FDIC. 
 Each
of the NAL Percentage, the ROAA, the Efficiency Measurement and the Margin measures (each, a “Measure”) of the Bank shall be allocated twenty-five percent (25%) of the Performance Award (e.g. if the Performance Award is 100 shares,
the NAL Percentage would be allocated 25 shares). If the Bank’s performance with respect to a Measure is within the top quartile of the National Results on that Measure, all of the Performance Award allocated to that Measure would vest; if the
Bank’s performance with respect to that Measure is within the second quartile of the National Results on that Measure, fifty percent (50%) of the Performance Award allocated to that Measure would vest; and, if the Bank’s performance
with respect to a Measure is below the second quartile of the National Results on that Measure, none of the Performance Award allocated to that Measure would vest. 
 4. Adjustments. For good cause, determined in its discretion, the Committee may adjust any calculation described in this Annex A to address changes in relevant laws or regulations. 

  
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 ANNEX B 
 RESTRICTIONS 
 None. 

  
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 ANNEX C 
 REPRESENTATIONS AND WARRANTIES 
 Participant represents to the Corporation
that: 
 (a) Participant has received a copy of the Plan and represents that he or she is familiar with the terms and provisions
thereof, and hereby acknowledges that the Restricted Stock Units, and all Plan Shares issuable therefrom, are subject to all of the terms and provisions of the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions arising under the Plan or this Agreement. 
 (b) Participant has received
a copy of the Prospectus relating to the Plan. 
 (c) Participant represents that the awarding of Restricted Stock Units to, and
the receipt of the Plan Shares by, Participant will not result in the violation by Participant of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which Participant is
bound, including, without limitation, United States laws and other laws that may be applicable to Participant and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with due
notice or lapse of time or both) a material default under, any material lease, loan agreement, mortgage, security agreement, domestic relations, trust indenture or other agreement or instrument to which Participant is a party or by which Participant
is bound or to which Participant’s material properties or assets is subject, nor result in the creation or imposition of any lien upon any of the material properties or assets of Participant. 

(d) Participant acknowledges and agrees that this Agreement is not a contract of employment and that nothing in this Agreement shall
confer upon Participant any right with respect to continuation of service to or employment by the Corporation, the Bank or any Affiliate thereof. 

  
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 (e) Participant acknowledges and agrees that the vesting of Restricted Stock Units and
issuance of Plan Shares pursuant to this Agreement is earned only through Participant’s continued employment with the Bank or an Affiliate thereof throughout all Vesting Periods and not through the grant of the Restricted Stock Units hereunder.

 (f) Participant warrants that he or she will hold the Corporation, the Bank, their Affiliates and their respective directors,
officers, agents and controlling persons and their respective heirs, representatives, successors and assigns harmless, and will indemnify them from and against all liabilities, costs and expenses incurred by them as a result of any misrepresentation
made by Participant contained herein. 
 (g) Participant hereby accepts this Agreement subject to all of the terms and
provisions hereof. Participant has reviewed this Agreement and all Annexes hereto in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Agreement and
all Annexes hereto. 
 (h) Participant acknowledges that the Corporation and the Bank are entitled to rely on the
representations made above. 

  
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 ANNEX D 
 CLAWBACK 
 The parties acknowledge and agree that (a) The Emergency
Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and the rules, regulations or other authoritative pronouncements of the Department of the Treasury of the United States (“UST”), and
(b) the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and rules or regulations of the Securities and Exchange Commission (“SEC”) promulgated thereunder are or may be applicable to the
Restricted Stock Units awarded herein. The parties agree that in the event that the “clawback” provisions of any of the foregoing statutes or the rules, regulations or authoritative pronouncements of the UST or the SEC now existing or
hereafter issued are deemed to be applicable to this Agreement, the Restricted Stock Units and/or the Plan Shares, the Committee may amend this Annex D to include additional appropriate “clawback” rights and obligations as may hereafter
become applicable, and the Corporation, the Bank and Participant shall thereupon become bound thereby. 

  
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 ANNEX E 
 PLAN 
 See Attached. 

  
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