Exhibit 10.4


 


Restricted
Stock Award


 


Granted by


 


CHEMUNG
FINANCIAL CORPORATION


 


under the


 


CHEMUNG FINANCIAL CORPORATION


2021 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 2021 Equity Incentive Plan (the “Plan”) of Chemung Financial Corporation (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 or made available 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, $0.01 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. 



 


The Restricted Stock granted
under this Agreement shall vest in ___ (__) equal annual installments, with the first installment becoming exercisable on the first
anniversary of the date of grant, or _______, 20__, and succeeding installments on each anniversary thereafter, through ________,
20__. To the extent the Restricted Stock Awards awarded to me are not equally divisible by “__,” any excess Restricted
Stock Awards shall vest on ________, 20__.


 



     


     


    




Unless otherwise
provided by action of the Committee in accordance with the Plan, the Restricted Stock Award will vest pursuant to Section 2.8 of
the Plan in the event of death, Disability and pursuant to Section 4.1 of the Plan in the event of Involuntary Termination following
a Change in Control.


 


		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 stockholder vote.



 


		6.2	Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted
Stock Award will be distributed to the Participant immediately.



 


		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.



 


		10.1	This Restricted Stock Award will vest as follows:



 


		(i)	Death. In the event of the Participant’s Termination
of Service by reason of the Participant’s death, all Restricted Stock shall vest as to all shares subject to this Restricted
Stock Award, whether or not otherwise immediately vested, at the date of Participant’s Termination of Service by reason of
death. 


 

		(ii)	Disability. In the event of the Participant’s Termination
of Service by reason of Disability, all Restricted Stock shall vest as to all shares subject to this Restricted Stock Award, whether
or not otherwise immediately vested, at the date of Participant’s Termination of Service by reason of Disability. 


 

		(iii)	Retirement. Unless otherwise determined by the Committee,
in the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, Restricted Stock
that has not vested as of the date of Termination of Service shall expire and be forfeited as of the date of Participant’s
Termination of Service by reason of Retirement. “Retirement” shall have the meaning set forth in Section 8.1(ee) of
the Plan. 


 

		(iv)	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.


 

		(v)	Other Termination. If a Participant terminates Service 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,
other than provided herein, 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 New York.


 

		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.



 


[Signature Page Follows]


 



     


     


    




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.


 

	 	CHEMUNG FINANCIAL CORPORATION
	 	 
	 	 
	 	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 2021 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2021 Equity Incentive
Plan.


 


 

	 	PARTICIPANT