Exhibit 10.4 


 


Form
of


 


Restricted Stock Award Agreement


 


Granted by


 


The
Bancorp, Inc.


 


under the


 


THE BANCORP, INC.


2020 EQUITY INCENTIVE
PLAN


 


This restricted stock
agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect
to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of The Bancorp, Inc. (the “Company”)
which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. Copies of the Plan
and prospectus have 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 Compensation
Committee of the Board of Directors of the Company (“Committee”) 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 of Participant: _________________________________



 


		2.	Date of Grant: _________, 20__.



 


		3.	Total number of shares of Company common stock, $1.00 par value per share, covered by the Restricted
Stock Award:____________________________________________ 

(subject to adjustment pursuant to Section 9 hereof).



 


		4.	Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock
Award first becomes earned in accordance with the vesting schedule specified herein. 



 


		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	Voting Rights. The Participant will have the right to vote the shares of Restricted Stock
awarded hereunder on matters which require stockholder vote.



 


		6.2	No Dividends. A Participant will not receive any cash dividends or other distributions,
including, but not limited to, stock dividends declared with respect to shares of Stock subject to the Restricted Stock Award.
A Participant will be entitled to cash dividends or other distributions only after the shares of Stock subject to the Restricted
Stock Award become vested and only for dividends declared after the 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), and
the applicable requirements of any securities exchange or similar entity.


 


		8.	Change in Control.



 


		8.1	In the event of the Participant’s Involuntary Termination following a Change in Control,
all Restricted Stock Awards held by the Participant will become fully vested.



 


		8.2	A “Change in Control” will be deemed to have occurred as provided in Section
4.2 of the Plan.



 


		9.	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 3.4 of the Plan.


 


		10.	Effect of Termination of Service on Restricted Stock Award.



 


		(i)	Death. The Restricted Stock Awards will become fully vested as to all shares subject to
an outstanding Award, whether or not then vested, on the one year anniversary of the Participant’s Termination of Service
by reason of the Participant’s death.



 


		(ii)	Disability. The Restricted Stock Awards will become fully vested as to all shares subject
to an outstanding Award, whether or not then vested, on the one year anniversary of the Participant’s Termination of Service
by reason of the Participant’s Disability.



 


		(iii)	Retirement. The Restricted Stock Awards will become fully vested as to all shares subject
to an outstanding Award, whether or not then vested, on the one year anniversary of the Participant’s Termination of Service
by reason of the Participant’s Retirement. “Retirement” shall have the meaning set forth in Section 8.1(cc) of
the Plan.



 




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		(iv)	Termination for Cause. If the Participant’s Service has been terminated for
Cause, all Restricted Stock Awards that have not vested will expire and be forfeited.



 


		(v)	Other Termination. If the Participant’s Service
terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination following a Change in Control
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.



 


		11.	Miscellaneous.



 


		11.1	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.



 


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



 


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



 


		11.4	This Restricted Stock Award will be governed by and construed in accordance with the laws of the
State of Delaware.



 


		11.5	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.



 


		11.6	The granting of this Restricted Stock Award does not confer upon the Participant any right to be retained in the service of
the Company or a subsidiary.



 


[Signature Page Follows]


 




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


 


	 	 	 	THE BANCORP, INC.
	 	 	 	By:  	 
	 	 	 	Name (print):  	 
	Date:	 	 	Title:	 


 


 


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 2020 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2020 Equity Incentive
Plan.


 


	 	 	 	PARTICIPANT
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 
	Date: 	 	 	Name (print):  	 


 


 






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