Exhibit 4.5


 


landmark
bancorp, inc.


 


2015
stock incentive Plan


 


Restricted
Stock Award Agreement


 


The Participant specified
below has been granted a restricted stock award (the “Award”) by Landmark
Bancorp, Inc., a Delaware corporation (the “Company”),
under the Landmark Bancorp, Inc.
2015 Stock Incentive Plan (the
“Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock
Award Agreement (“Award Agreement”).


 


Section
1.           Award. The Company has granted to the Participant
the Award of restricted stock, which represents the right of the Participant to enjoy the number of Covered Shares set forth
in Section 2 below free of restrictions once the Restricted Period ends, subject to the terms of this Award Agreement
and the Plan.


 


Section
2.           Terms of Restricted Stock Award.  The
following words and phrases relating to the Award have the following meanings:


  


(a)          The
“Participant” is ______________________________.


 


(b)          The
“Grant Date” is ______________________________.


 


(c)          The
number of “Covered Shares” is ______________________ Shares.


 


Except for words and
phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth
in the Plan.


 


Section
3.            Restricted Period.


 


(a)          The
“Restricted Period” for each installment of Covered Shares set forth in the table immediately below (each, an
“Installment”) shall begin on the Grant Date and end as described in the schedule set forth in the table immediately
below; provided that the Participant’s Termination of Service has not occurred prior thereto:


 


	Installment	 	Restricted Period will end on:
	___% of Covered Shares	 	Date/Event/Other Condition


 


(b)          Notwithstanding
the foregoing provisions of this Section 3, the Restricted Period for all the Covered Shares shall cease immediately and
such Covered Shares shall become fully vested immediately upon the Participant’s Termination of Service due to the Participant’s
Disability or the Participant’s death.


 


(c)          Upon
a Change in Control, the Award shall be treated in accordance with Section 4.1 of the Plan.


 


(d)          Except
as set forth in Section 3(b) and Section 3(c) above, if the Participant’s Termination of Service occurs prior
to the expiration of one (1) or more Restricted Periods, the Participant shall forfeit all rights, title, and interest in and to
any Installment(s) still subject to a Restricted Period as of such Termination of Service.


 




     


     


    

 


Section
4.           Delivery of Shares. Delivery of Shares or other
amounts under this Award Agreement and the Plan shall be subject to the following:


 


(a)          Compliance
with Applicable Laws.  Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation
to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or
distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.


 


(b)          Certificates
Not Required.  To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance
may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities
exchange or similar entity.


 


Section
5.           Withholding.  All deliveries of Covered Shares
shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if
applicable, permitted assigns, heirs, and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy
any tax requirements prior to the delivery date of any Shares in connection with the Award.  As permitted by the
Committee from time to time, such withholding obligation may be satisfied at the election of the Participant (a) through
cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns,
or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided,
however, that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to
satisfy more than the Company’s minimum statutory withholding obligation.


 


Section
6.           Non-Transferability of Award. The Award, or any
portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and
distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Award
shall not be assigned, transferred, pledged, hypothecated, or otherwise disposed of by the Participant in any way whether by
operation of law or otherwise, and shall not be subject to execution, attachment, or similar process.  Any attempt at
assignment, transfer, pledge, hypothecation, or other disposition of the Award contrary to the provisions hereof, or the levy
of any attachment or similar process upon the Award, shall be null and void and without effect.


 


Section
7.           Dividends. The Participant shall be entitled to
receive dividends and distributions paid on any Installment during the Restricted Period applicable to such Installment
(other than dividends and distributions that may be issued with respect to Shares by virtue of any corporate transaction, to
the extent adjustment is made pursuant to Section 3.4 of the Plan); provided, however, that no dividends or
distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or
distributions occurring before the Grant Date or on or after the date, if any, on which the Participant has forfeited the
respective Covered Shares.


 


Section
8.           Voting Rights. The Participant shall be entitled to
vote the Covered Shares during the Restricted Period applicable to each Installment; provided, however, that the
Participant shall not be entitled to vote Covered Shares with respect to record dates occurring before the Grant Date or on
or after the date, if any, on which the Participant has forfeited those Covered Shares.


 




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Section 9.          Deposit
of Restricted Stock Award. All Shares issued with respect to Covered Shares shall be registered in the name of the Participant
and shall be retained by the Company, or an agent of the Company, until the end of the Restricted Period applicable to such Covered
Shares.


 


Section 10.         Heirs
and Successors.  This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors
and assigns, and any person acquiring all or substantially all of the Company’s assets or business. If any rights of the
Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the
time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated
Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “Designated Beneficiary”
shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the
Committee may require. The Participant’s designation of beneficiary may be amended or revoked by the Participant in accordance
with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary
does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal
representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives
the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any
benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate
of the Designated Beneficiary.


 


Section 11.         Administration. 
The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in
the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan.
Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to
this Award Agreement or the Plan shall be final and binding on all persons.


 


Section 12.         Plan
Governs. Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to
the terms of the Plan, a copy of which may be obtained by the Participant from the Company. This Award Agreement shall be subject
to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any provision
of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this
Award Agreement, the corporate records of the Company shall control.


 


Section 13.         Not
an Employment Contract. Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect
to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right
the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other
service at any time.


 


Section 14.         Amendment. 
Without limitation of Section 17 and Section 18 below, this Award Agreement may be amended in accordance with
the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any
other person.


 




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Section 15.         Governing
Law. This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and
construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except as
superseded by applicable federal law.


 


Section 16.         Validity.
If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision
had never been included herein.


 


Section 17.         Section
409A Amendment. The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered
and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Award Agreement without
the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code
Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.


 


Section 18.         Clawback.
The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission,
payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “Policy”)
or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s
or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established by the
Company or a Subsidiary that may apply to the Participant together with all other similarly situated participants, whether adopted
prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission,
payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to
effectuate the Policy, any similar policy, and applicable law, without further consideration or action.


 




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IN WITNESS WHEREOF,
the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding
and acceptance of, and agrees to, the terms of this Award Agreement, all as of the Grant Date.


 


	 	Landmark Bancorp, Inc.
	 	 
	 	By:	 
	 	 
	 	Print Name:	 
	 	 
	 	Title:	 
	 	 
	 	Participant
	 	 
	 	 
	 	 
	 	Print Name: