Exhibit 4.5


 


SHARE BONUS AWARD CERTIFICATE


 


PURSUANT TO THE


 


UNITY BANCORP, INC.


 


2004 STOCK BONUS PLAN


 


This
Award Certificate evidences a share bonus award of               
shares of common stock, no par value, (“Common Stock”) per share (the “Award”),
of Unity Bancorp, Inc. (the “Corporation”), which has been granted by the Board
of Directors of the Corporation to                                                   
(the “Participant”) pursuant to, and in all respects subject to the terms,
definitions and provisions of, the Unity Bancorp, Inc. 2004 Stock Bonus Plan
(the “Plan”) and the additional terms and conditions set forth in this Award
certificate.  The Plan is incorporated by
reference herein and a copy of the Plan is available to the Participant at no
charge, upon request of the Participant.


 


1.             Vesting of Plan Awards.  The Award shall vest in installments, as set
forth in the schedule below.  The
Participant must be an officer, director or employee of the Corporation on the
specified vesting date (and must have held such a position continuously from
the date of grant of the Award through such specified vesting date) in order
for the applicable portion of the Award to vest on such date.  Once a portion of the Award has vested, the
Participant shall have all rights of a shareholder of the Corporation with
respect to the shares constituting such vested portion.  Notwithstanding any terms contained herein to
the contrary, 100% of the Award will vest upon the occurrence of a Change in
Control of the Corporation (as defined in the Plan) in accordance with the
terms of the Plan.


 


Schedule of Vesting


 


	
  Date

  	
   

  	
  Number of Shares

  	
   

  	
  Percentage of Total Shares

  Awarded Which are Non-

  forfeitable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Upon Grant 

  	
   

  	
  0

  	
   

  	
  0 

  	
  %

  
	
  As of 

  	
   

  	
   

  	
   

  	
  25 

  	
  %

  
	
  As of 

  	
   

  	
   

  	
   

  	
  50 

  	
  %

  
	
  As of 

  	
   

  	
   

  	
   

  	
  75 

  	
  %

  
	
  As of

  	
   

  	
   

  	
   

  	
  100

  	
  %

  



 





















 


2.             Adjustments. The number of
shares subject to the Award will be adjusted to reflect future stock splits,
stock dividends and certain other corporate transactions.


 


3.             Restrictions on Awards. The shares
constituting this Award may not be delivered to the recipient if the issuance
of such shares would constitute a violation of any applicable federal or state
securities or other applicable law or regulation. As a condition to the
Participant’s receipt of this Award, the Corporation may require the
Participant to make such representations and warranties to the Corporation as
may be required by any such applicable law or regulation.


 


4.             Non-transferability of Award; Termination of Employment.
The shares constituting this Award may not be transferred in any manner, in
whole or in part, prior to their vesting. 
If the Participant’s employment with, or service as a director of, the
Corporation terminates for any reason, including the death, disability or
retirement (other than retirement after the Participant has reached age 63) of
the Participant, any portion of the Award not vested at the date of such
termination will be forfeited by the Participant.  If the Participant’s employment or service
terminates by reason of retirement at or after age 63, the Award will continue
to vest in accordance with the vesting schedule set forth in Section 1
of this Award certificate.


 


5.             Other Restrictions on Award.
This Award is subject to such other restrictions and limitations as are
contained in the Plan or as may be determined by the Board of Directors of the
Corporation.


 


	
   

  	
  UNITY BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
  By: