Exhibit 10.18


 


SB FINANCIAL GROUP, INC.

2017 STOCK INCENTIVE PLAN


 


RESTRICTED STOCK AWARD AGREEMENT


(For)


 


In recognition of your
services to SB Financial Group, Inc. (the “Company”) and its Subsidiaries, the Compensation Committee (the “Committee”)
of the Board of Directors of the Company has granted to you restricted common shares, without par value, of the Company (“Restricted
Stock”), subject to the terms and conditions described in the SB Financial Group, Inc. 2017 Stock Incentive Plan (the “Plan”)
and this Restricted Stock Award Agreement (this “Award Agreement”).


 


To ensure you fully
understand the terms and conditions of your Restricted Stock, you should read the Plan and this Award Agreement carefully. Capitalized
terms that are not defined in this Award Agreement have the same meanings as in the Plan.


 


You should return a signed copy of this Award Agreement
to:


 


Keeta J. Diller


Senior Vice President and Corporate Secretary


SB Financial Group, Inc.


401 Clinton Street


Defiance, Ohio 43512


 


1.
Summary of Your Restricted Stock


 


Grant Date:


 


Number of Shares of Restricted Stock:


 


2.
Transfer Restrictions and Restriction Periods


 


(a) Transfer Restrictions:
Until the Restriction Periods (as described below) lapse, your Restricted Stock will be subject to a risk of forfeiture and
the Company will hold it in escrow. Except as described below, you may not sell, transfer, pledge, assign, alienate or hypothecate
your shares of Restricted Stock. After the Restriction Periods lapse, your Restricted Stock will be distributed to you or forfeited,
depending on whether or not you satisfy the terms and conditions described in this Award Agreement.


 


(b) Restriction
Periods:


 


(i) Subject to the provisions of the Plan and
this Award Agreement (including Section 3), the restrictions on your Restricted Stock will lapse and the Restricted Stock
will become fully vested with respect to:


 


    (A)





 


(ii)
Notwithstanding the foregoing and unless otherwise specified in a separate change in control agreement (or similar written agreement)
between you and the Company, the Restriction Periods will lapse and the Restricted Stock will become fully vested if an Applicable
Event occurs.


 



     


     


    

 


3. Effect of Retirement or Other Termination on
Restricted Stock


 


(a)
Retirement: If you voluntarily terminate your service as an Employee and, if
applicable, a Director after (i) attaining the age of 62 and (ii) completing five years of service to the Company or any
Subsidiary, the Restriction Periods will lapse and the Restricted Stock will become fully vested on the date of your
termination.


 


(b) Death or Disability: If your service as an Employee and, if applicable,
a Director of the Company terminates due to your death or Disability, the Restriction Periods will lapse and the
Restricted Stock will become fully vested on the date of your termination.


 


(c) Termination for Any Other Reason: Except as provided in
Section 2(b)(ii), if your service as an Employee and, if applicable, a Director of the Company terminates for any reason
other than death, Disability or Retirement, any unvested shares of Restricted Stock will be forfeited on the date of your
termination.


 


4. Settling Your Restricted Stock


 


Your Restricted Stock will be released
from escrow and distributed to you as soon as practicable after all terms, restrictions and conditions described in the Plan and
this Award Agreement have been satisfied. Any fractional share of Restricted Stock will be forfeited.


 


5. Other Rules Affecting Your Restricted
Stock


 


(a) Rights
During the Restriction Period: During the Restriction Periods (and even though the shares of Restricted Stock are held in
escrow until they are settled), you (i) may exercise full voting rights associated with the shares of Restricted Stock and
(ii) will be entitled to receive all dividends and other distributions paid with respect to that Restricted Stock; provided,
however, that if any dividends or other distributions are paid in shares of Stock, those shares will be subject to the same
restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were issued
under this Award Agreement.


 


(b) Beneficiary
Designation: You may name a beneficiary or beneficiaries to receive Restricted Stock that has vested but has not been
settled at the time of your death by completing and filing with the Committee a written beneficiary designation on a form
prescribed by the Committee. If you have not completed a beneficiary designation form or if you wish to change your
beneficiary, you may complete the beneficiary designation form attached to this Award Agreement as Exhibit A. You do
not need to designate a beneficiary now and no designation is required to be completed as a condition of receiving your
Restricted Stock. Upon your death, the Company will deliver any shares underlying your Restricted Stock to your beneficiary
upon receipt by the Company of proof of identity and the existence of a validly designated beneficiary at the time of your
death. However, if you die without designating a beneficiary or if you do not complete the form correctly, the Company will
deliver any shares underlying your Restricted Stock to the executor or administrator of your estate, or if no such executor
or administrator has been appointed to the knowledge of the Company, the Company may, in its sole discretion, deliver such
Stock to your spouse or to any one or more of your dependents as the Company may designate.


 



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(c) Tax Withholding:
The Company will have the right and is hereby authorized to deduct or withhold an amount sufficient to satisfy federal, state
and local taxes required by law to be withheld with respect to your Restricted Stock. At the sole discretion of the Committee,
you may be permitted to satisfy the foregoing withholding liability by paying to the Company the withholding amount in cash, through
the delivery or attestation of shares of Stock you have owned for at least the previous six months (or such other period acceptable
under generally accepted accounting principles) with a Fair Market Value equal to the statutory minimum withholding liability
or by having the Company withhold shares of Stock that would otherwise be issued to you when your Restricted Stock is settled
with a Fair Market Value equal to the statutory minimum withholding liability.


 


(d) Transferring
Your Restricted Stock: During the Restriction Periods, your Restricted Stock may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution. However, as
described in Section 5(b), you may designate a beneficiary who may receive any Restricted Stock that is settled after your
death. Also, with the Committee’s consent, you may be allowed to transfer your Restricted Stock to an immediate family
member, a partnership consisting solely of immediate family members or trusts for the benefit of immediate family members.
Contact us at the address given on the first page of this Award Agreement if you are interested in transferring your
Restricted Stock to such a transferee.


 


(e) Adjustments
to Your Restricted Stock: If there is a Stock dividend, Stock split, recapitalization (including payment of an
extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to shareholders, exchange of
shares or other similar corporate change affecting the Stock, the Committee will appropriately adjust the number of shares of
Restricted Stock and any other factors, limits or terms affecting your Restricted Stock. Notwithstanding the foregoing, an
adjustment will be made only to the extent such adjustment complies with Section 409A of the Code, to the extent
applicable.


 


(f) Restrictions
on Transfer of Stock: Shares of Stock tendered under this Award Agreement may be subject to any stock transfer orders
and other restrictions that the Committee believes to be advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any exchange, market or other quotation system on or through which the Company’s
securities are then traded, or any applicable federal or state securities law. The Committee may cause a legend or legends to
be placed on any certificates issued under this Award Agreement to make appropriate reference to any restrictions.


 



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(g) Tenure:
Nothing in the Plan or this Award Agreement shall confer upon you the right to continue as an Employee or Director, as applicable,
of the Company or any Subsidiary.


 


(h) Governing
Law: This Award Agreement will be construed in accordance with and governed by the laws (other than laws governing conflicts
of laws) of the State of Ohio.


 


(i) Amendment
of Award Agreement: This Award Agreement may be amended by a written agreement signed by both parties to this Award Agreement;
provided, however, that the Company may amend this Award Agreement to the extent necessary to comply with applicable law without
your consent or any additional consideration, even if those amendments eliminate, restrict or reduce your rights under this Award
Agreement.


 


(j) Other
Terms and Conditions: Your Restricted Stock is subject to the terms and conditions described in this Award Agreement and the
Plan, which is incorporated by reference into and made a part of this Award Agreement. You should read the Plan carefully to ensure
you fully understand all the terms and conditions of your Restricted Stock. In the event of a conflict between the terms of the
Plan and the terms of this Award Agreement, the terms of the Plan will govern. The Committee has the sole responsibility of interpreting
the Plan and this Award Agreement, and its determination of the meaning of any provision in the Plan or this Award Agreement shall
be binding on you.


 


(k) Other
Agreements: Your Restricted Stock will be subject to the terms of any other written agreements between you and the Company
to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement.


 


(l) Signature
in Counterparts: This Award Agreement may be signed in counterparts, each of which will be deemed an original, but all of
which will constitute one and the same instrument.


 


*          *          *          *          *


 



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Your Acknowledgement


 


By signing below as the “Participant,” you acknowledge
and agree that:


 





		●	A copy of the Plan has been made available to you;
and



		●	You understand and accept the terms and conditions
placed on your Restricted Stock.



 


	PARTICIPANT	 	SB FINANCIAL GROUP, INC.
	 	 	 
	 	 	 
	Print Name: 	            	 	Print Name:  	           



	 	 	 	Title:	 
	 	 	 
	Date:	 	 	Date:	 




 



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EXHIBIT A


 


SB FINANCIAL GROUP, INC.


2017 STOCK INCENTIVE PLAN


BENEFICIARY DESIGNATION FORM


 


Primary Beneficiary Designation. I
designate the following person(s) as my primary beneficiary or beneficiaries, in the proportion specified, to receive or to
exercise any vested Awards under the SB Financial Group, Inc. 2017 Stock Incentive Plan (the “Plan”) that are
unpaid or unexercised at my death:


 


	 	 	% to	 	 	 
	 	 	 	(Name)	 	(Relationship)
	 	Address:	 
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	 (Name)	 	(Relationship)
	 	Address:	 
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	 (Name)	 	(Relationship)
	 	Address:	 
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	 (Name)	 	(Relationship)
	 	Address:	 


 


Note: You are not required to name more than
one primary beneficiary but, if you do, the sum of these percentages may not be greater than 100 percent.


 


Contingent Beneficiary Designation. If one or more of
my primary beneficiaries dies before I die, I direct that any vested Awards under the Plan that are unpaid or unexercised at my
death and that might otherwise have been paid to that beneficiary be:


 


	 	 	Allocated to my other named primary beneficiaries in proportion to the allocation given above
	 	(ignoring the interest allocated to the deceased primary beneficiary); or
	 	 	 	 	 	 
	 	 	Allocated, in the proportion specified, among the following contingent beneficiaries:
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	(Name)	 	(Relationship)
	 	Address:	 
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	(Name)	 	(Relationship)
	 	Address:	 
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	(Name)	 	(Relationship)
	 	Address:	 
	 	 	 	 	 	 
	 	 	% to	 	 	 
	 	 	 	(Name)	 	(Relationship)
	 	Address:	 


 


Note: You are
not required to name more than one contingent beneficiary but, if you do, the sum of these percentages may not be greater than
100 percent.


 


	 	 	 
	(Signature)	 	(Date)
	 	 	 
	 	 	 
	(Print Name)	 	 


 


Please return an executed copy of this form to
the following: Keeta J. Diller, Senior Vice President and Corporate Secretary, SB Financial Group, Inc., 401 Clinton Street, Defiance,
Ohio 43512.