Exhibit 10.5


 


FORM
OF RESTRICTED STOCK AWARD AGREEMENT


FIVE
STAR BANCORP


[_______],
2022


This
Restricted Stock Award Agreement (the “Agreement”) is entered into between Five Star Bancorp, a California
corporation (the “Company”), and the individual participant specified in the table below (the “Participant”)
in connection with service as a member of the Company’s Board of Directors (the “Board”).


	Participant	[NAME]
	Grant
    Date	 
	Total
    Number of Restricted Shares	 
	Share
    Price	$[___]
    per share (determined as of [DATE])
	Vesting
    Terms	Check one:

        o    Cliff Vesting with a Vesting Date of [DATE] pursuant to Section 3(a)(i).

        o    Incremental Vesting over a Restriction Period pursuant to Section 3(a)(ii).



 


WHEREAS,
the Company desires to provide the Participant an incentive to participate in the success and growth of the Company through the
opportunity to earn a proprietary interest in the Company; and


WHEREAS,
to give effect to the foregoing intention, the Company desires to grant to the Participant a Restricted Stock Award, pursuant
to the Five Star Bancorp 2021 Equity Incentive Plan (the “Plan”);


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties
hereto agree as follows:


1.             Award.
The Company hereby awards the Participant a Restricted Stock Award for the number of shares of Common Stock reflected in the table
above (each a “Restricted Share” and collectively the “Restricted Shares”), subject to the
terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference.
Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan. The Restricted
Shares will be issued to the Participant following the date of this Agreement.



    	 



    	 



    



2.             Restrictions on Sale or Other Transfer.


(a)            Each Restricted Share awarded to the Participant pursuant to this Agreement shall be subject to forfeiture and may not
be sold, transferred, assigned or pledged or otherwise be the subject of any disposition during the Restriction Period (as defined
below). Notwithstanding anything to the contrary contained in this Section 2(a), the transfer of any or all of the Restricted
Shares to the Participant’s Immediate Family (as defined below) or to a trust for the direct or indirect benefit of the
Participant’s Immediate Family shall be exempt from the provisions of this Section 2(a); provided that any such
transfer shall not involve a disposition for value and further provided that such transferee or other recipient acknowledges
and agrees in writing that such transferee or other recipient will hold the Restricted Shares subject to the provisions of this
Agreement, and there shall be no further transfer of such Restricted Shares except in accordance with the terms of this Section 2(a).
“Immediate Family” as used herein shall mean the Participant’s child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, or sibling, and shall include adoptive relationships.


(b)            Each Restricted Share shall be held physically or in book entry form with the Company’s transfer agent until the
restrictions set forth above with respect to such Restricted Share have lapsed in accordance with the provisions of Section 3
or until such Restricted Share is forfeited pursuant to Section 3. Restricted Shares shall be delivered to the Participant only
when and to the extent that the restrictions set forth in Section 3 with respect to such Restricted Shares have lapsed. The Company
shall not be required (i) to transfer on its books any Restricted Shares that have been purportedly sold or otherwise transferred
in violation of any of the provisions of this Agreement (a “Disallowed Transfer”) or (ii) to treat any
person to whom Restricted Shares have been purportedly sold or transferred by means of a Disallowed Transfer (a “Disallowed
Transferee”) as owner of such Restricted Shares, accord a Disallowed Transferee the right to vote, or pay dividends
to a Disallowed Transferee.


3.              Restriction
Period. The Restricted Shares shall become vested, and the restrictions applicable to the Restricted Shares shall lapse (such
period, the “Restriction Period”) as follows:


(a)           The
Restricted Shares shall become nonforfeitable (“Vest”) as follows:


(i)            If
designated as Cliff Vesting shares on the table appearing on the first page of this Agreement, the Restricted Shares shall Vest
on the Vesting Date specified on such table, provided that the Participant remains in Continuous Service through such Vesting
Date; or


(ii)           If
designated as Incremental Vesting shares on the table appearing on the first page of this Agreement, the Restricted Shares shall
Vest in twelve (12) substantially equal installments, with the first installment Vesting on the Grant Date and the remaining installments
vesting monthly on the first day of the month beginning with the month immediately following the Grant Date (each such date, a
“Vesting Date”), provided that the Participant remains in Continuous Service through each Vesting
Date.



    	-2-



    	 



    



Except
as provided in Section 3(b) below, any Restricted Shares that have not Vested pursuant to Section 3(a)(i) or (ii) above, will
be forfeited if the Participant ceases to remain in Continuous Service prior to the applicable Vesting Date. For purposes of this
Agreement, “Continuous Service” means that the Participant’s service with the Company or any Affiliate,
whether as an employee, Director or Consultant, is not interrupted or terminated during the relevant period (generally from the
Grant Date until the applicable Vesting Date).


(b)           Notwithstanding
Section 3(a) above, all of the Restricted Shares shall Vest


(i)            if
the Participant’s Continuous Service is terminated as a result of the Participant’s death or Disability prior to any
Vesting Date, all of the Restricted Shares shall become fully Vested immediately as of the Participant’s last day of employment
(or other service relationship); or


(ii)           if
at any time before a Vesting Date, and a Change in Control occurs while the Participant remains in Continuous Service, then the
Restricted Shares shall become fully Vested immediately as of the Change in Control.


(iii)          “Disability”
shall mean the Participant’s inability, due to physical or mental incapacity, to substantially perform the Participant’s
duties and responsibilities with the Company or any Affiliate for one hundred eighty (180) days out of any three hundred sixty-five
(365) day period or one hundred twenty (120) consecutive days.


4.             Forfeiture.
Except to the extent otherwise provided in Section 3, upon termination of the Participant’s Continuous Service with the
Company and its Affiliates, any Restricted Shares as to which the Restriction Period has not then lapsed shall be automatically
and irrevocably forfeited by the Participant, and such Restricted Shares shall thereupon be transferred to the Company at no cost
to the Company, and the Participant shall then have no rights or entitlement to any payment or consideration thereto.


5.              Rights as Shareholder. Except with respect to the restrictions set forth in Section 2 above, following the date
of this Agreement and upon the issuance to the Participant of Restricted Shares hereunder, the Participant shall have all the
rights of a shareholder of Common Stock with respect to such Restricted Shares, including the right to vote the shares and receive
all dividends and other distributions paid or made with respect thereto.


6.              Government
Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to issue
or deliver shares of Common Stock shall be subject to the terms of the Plan, all applicable federal, state, and local laws, rules
and regulations (including state blue sky laws, rules and regulations) and to such approvals by any governmental agencies or national
securities exchanges as may be required. The Company shall have the right to impose restrictions on any Restricted Shares as it
deems necessary or advisable under such laws, rules and regulations.



    	-3-



    	 



    



7.             Participant
Representations. The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and
foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors,
and not on any statements or representations of the Company or any of its agents, if any, made to the Participant. The Participant
understands that the Participant (and not the Company) shall be responsible for the Participant’s own liability arising
as a result of the transactions contemplated by this Agreement.


8.             Tax
Matters. 


(a)           Withholding Taxes. If any withholding is required with respect to the Shares, the Company shall have the right to
require the Participant to remit such withholding tax to the Company or an Affiliate, or to withhold from other amounts payable
to the Participant (as compensation or otherwise), the maximum statutory amount required to satisfy all federal, state
and local income tax withholding requirements and the Participant’s share of applicable employment withholding taxes (including,
without limitation, any such income or employment taxes resulting from the issuance or Vesting of the Restricted Shares).


(b)           Section
83(b) Election. The Participant hereby acknowledges that the Participant has been informed that, with respect to the Restricted
Shares, the Participant may file an election with the Internal Revenue Service, within 30 days of the date on which the Restricted
Shares are granted, electing pursuant to Section 83(b) (“Section 83(b)”) of the Internal Revenue Code of 1986,
as amended (the “Code”) to be taxed currently on the Fair Market Value on the date of issuance. Absent such
an election, taxable income will be measured and recognized by the Participant at the time or times at which the forfeiture restrictions
on the Restricted Shares lapse. The Participant is strongly encouraged to seek the advice of his or her own tax consultant in
connection with the issuance of the Restricted Shares and the Participant’s decision whether to file a Section 83(b) election.
THE PARTICIPANT ACKNOWLEDGES THAT IT THE PARTICIPANT’S SOLE RESPONSIBILITY TO TIMELY FILE ANY SECTION 83(b) ELECTION,
AND THE COMPANY WILL NOT MAKE SUCH FILING ON THE PARTICIPANT’S BEHALF. If the Participant files a Section 83(b) election,
the Participant shall promptly furnish the Company with a copy of the election. A form of election under Section 83(b) is attached
hereto as Exhibit A for reference.


(c)           Section 409A. This Agreement is intended to be exempt from, or comply with, Section 409A of the Code (“Section
409A”). If any provision of the Plan or this Agreement fails to satisfy the requirements for compliance with, or exemption
from, Section 409A, the Company may, in its sole discretion and without the Participant’s consent, modify such provision
to the extent necessary to so comply. Nothing in this Section 10(c) or elsewhere in this Agreement transfers to the Company the
obligation to pay any tax, interest or penalty incurred by the Participant in connection with the Restricted Shares (including
any tax or penalty incurred as a result of a violation of Section 409A) or creates any obligation on the part of the Company to
modify the Plan or this Agreement. To the extent necessary to avoid any tax or penalty under Section 409A, a termination of employment
shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts
or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service”
within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,”
“termination of employment,” “separation from service” or like terms shall mean Separation from Service.
Any installment payment required under this Agreement (and any dividend paid with respect to the Restricted Shares) shall be considered
a separate payment for purposes of Section 409A. If, upon separation from service, the Participant is a “specified employee”
within the meaning of Section 409A, any payment under this Agreement that is subject to Section 409A and would otherwise be paid
within six months after the Participant’s separation from service will instead be paid in the seventh month following the
Participant’s separation from service (to the extent required by Section 409A(a)(2)(B)(i)). No payment under this Agreement
that constitutes deferred compensation subject to Section 409A shall be subject to offset by any other amount unless otherwise
permitted by Section 409A.



    	-4-



    	 



    



9.             No
Guarantee of Continued Service. The Participant acknowledges and agrees that (i) nothing in this Agreement or the Plan confers
on the Participant any right to continue in an employment, consulting, directorship or other service relationship with the Company,
nor shall it affect in any way the Participant’s right or the Company’s right to terminate the Participant’s
employment, consulting, directorship or other service relationship at any time, with or without cause, subject to any employment
or service agreement that may have been entered into by the Commpany and the Participant; and (ii) the Company would not have
granted this Award to the Participant but for these acknowledgements and agreements.


10.           Further
Assurances. The Participant agrees upon request to do all such reasonable acts and things and execute any further reasonable
documents or instruments reasonably requested by the Company to carry out the purposes or intent of this Agreement and to facilitate
the sale or other disposition of the Restricted Shares pursuant to this Agreement and/or to comply with all applicable federal,
state, blue sky and local laws, rules and regulations and to obtain any necessary or desirable approvals by any governmental agencies
or national securities exchanges.


11.           Opportunity for Review. The Participant and the Company agree that this Award is granted under and governed by the
terms and conditions of the Plan and this Award Agreement. The Participant has reviewed the Plan and this Award Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Award Agreement and fully understands
all provisions of the Plan and this Award Agreement. The Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions relating to the Plan and this Award Agreement. The Participant
further agrees to notify the Company upon any change in the Participant’s residence address.


12.           Notices.
Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed
facsimile or by a reputable overnight courier service to the Company at its principal office or to the Participant at his or her
address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and
manner of such electronic means as the Company may permit.



    	-5-



    	 



    



13.           Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by the Company and the Participant. In the event
of any conflict between this Agreement and the Plan, the Plan shall be controlling unless explicitly specified otherwise herein.
This Agreement shall be construed under the laws of the State of California, without regard to conflict of laws principles.


14.           Binding
Effect; Equitable Relief. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant
and their respective permitted successors, assigns, heirs, beneficiaries and representatives. The parties hereto agree and declare
that legal remedies are inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance
and injunctive relief, may be used to enforce the provisions of this Agreement.


15.           Electronic
Delivery. The Company may, in its sole discretion, deliver any documents related to the Restricted Shares and the Participant’s
participation in the Plan (including any prospectuses, annual reports and other information required to be delivered by applicable
securities laws, rules and regulations), or future awards that may be granted under the Plan, by electronic means or request the
Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents
by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


16.           Construction;
Waiver; Severability. The headings in this Agreement are provided for convenience only and are not to serve as a basis
for interpretation or construction, and shall not constitute a part of this Agreement. Any right of the Company in this Agreement
may be waived in writing by the Board or the Compensation Committee of the Board. No waiver or any right hereunder by any party
shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its
exercise, or as a waiver of any right to damages. If any provision of this Agreement is held to be unenforceable or invalid, the
remaining provisions shall be severable and enforceable to the extent permitted by law.


17.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same agreement.


[Signature
Page Follows]




    	-6-



    	 



    

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




 


	 	FIVE STAR BANCORP
	 	 	 
	 	By:	               
	 	Name:	
	 	Title:	
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	Name:	 
	 	 	 






    	 



    	 



    

EXHIBIT
A


 


ELECTION UNDER
SECTION 83(b)


OF THE INTERNAL
REVENUE CODE OF 1986


 


The
undersigned taxpayer hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations thereunder (the “Regulations”), to include in gross income for the taxpayer’s
current taxable year the fair market value of the property described below (less any consideration paid for such property, if
applicable) at the time of the transfer. In connection with this election, the undersigned taxpayer hereby supplies the following
information:


 


		1.	The
                                         name, address and taxpayer identification number of the undersigned are:





	Name:	 
	Address:	 
		 


 




Social
Security Number: _______ – _____ – _________


		2.	The
                                         election is being made with respect to ________ shares of common stock (the “Stock”)
                                         of Five Star Bancorp., a California corporation (the "Company").



		3.	The
                                         date on which the Stock was transferred to the undersigned was ______________, 20____.
                                         The taxable year for which this election is being made is calendar year 20____.



		4.	The
                                         property is subject to the following restrictions:



The
above-mentioned shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer
and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.


		5.	The
                                         fair market value of the Stock at the time of transfer (determined without regard to
                                         any lapse restriction, as defined in §1.83-3(i) of the Regulations) was $ [_____].



		6.	The
                                         undersigned did not pay any amount for the Stock. Therefore, $  [______] (the full
                                         fair market value of the Stock stated above) is includible in the undersigned's gross
                                         income as compensation for services.



		7.	A
                                         copy of this election has been furnished to the Company as required by §1.83-2(d)
                                         of the Regulations.






	Dated:
    ________________________ 	 	 
	 	 	[taxpayer signature]






    	 



    	 



    

INSTRUCTIONS
FOR FILING SECTION 83(b) ELECTION


 


Attached is
a form of election under Section 83(b) of the Internal Revenue Code. If you wish to make such an election, you should complete,
sign and date the election and then proceed as follows:


 


		1.	Execute
                                         three counterparts of your completed election, retaining at least one copy for your records.



 


		2.	Send
                                         one counterpart to the Internal Revenue Service Center office where you will file your
                                         federal income tax return for the current calendar year, via certified mail with return
                                         receipt requested. THE ELECTION SHOULD BE SENT IMMEDIATELY, AS YOU ONLY HAVE 30 DAYS
                                         FROM THE DATE ON WHICH THE RESTRICTED SHARES ARE TRANSFERRED WITHIN WHICH TO MAKE THE
                                         ELECTION. NO WAIVERS, LATE FILINGS OR EXTENSIONS ARE PERMITTED. THIS ELECTION CANNOT
                                         BE REVOKED WITHOUT THE CONSENT OF THE IRS.



 


		3.	Deliver
                                         one counterpart of the completed election to the Company for its files.



 


		4.	Retain
                                         one copy for your records.