Exhibit 4.1


 





FORM OF


 


RESTRICTED STOCK AWARD AGREEMENT


FOR
WELLESLEY BANCORP, INC.


2016
EQUITY INCENTIVE PLAN


 


This Award Agreement is provided to ___________________
(the “Participant”) by Wellesley Bancorp, Inc. (the “Company”) as of ______________________, 20___, (“Grant
Date”) the date the Compensation Committee of the Board of Directors of the Company (the “Committee”) awarded
the Participant a Restricted Stock Award pursuant to the Wellesley Bancorp, Inc. 2016 Equity Incentive Plan (the “2016
Plan”), subject to the terms and conditions of the 2016 Plan and this Award Agreement (referred to herein as the “Award”):


 





	 	1.	Number of Shares of Stock Subject 	 
	 	 	to Your Award:	_______ shares of Stock, subject to adjustment as may be necessary pursuant to Article 10 of the 2016 Plan.







 





	 	2. 	Grant Date:	_________________, 20___







  


Unless sooner vested in accordance with
Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed
under Section 2 of the Terms and Conditions will expire as to the following percentages of the shares of Stock awarded hereunder,
on the dates noted below; provided that the Participant is still employed by or in service with the Company or any Affiliate:


 


	
        Percentage of

        Shares Vesting
	Number of Shares Vesting	
         

        Vesting Date

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


IN WITNESS WHEREOF, Wellesley Bancorp, Inc.,
acting by and through the Compensation Committee of the Board of Directors, has caused this Award Agreement to be executed as of
the Grant Date set forth above.


 


		WELLESLEY BANCORP, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	 	On behalf of the Compensation Committee









	Accepted by Participant:	 
	 	 
	 	 
	 	 
	 	 
	Date	 




 





 




     


     


    

 


TERMS AND CONDITIONS


 


		1.	Grant. The Grant Date and number of shares of Stock underlying your Award are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2016 Plan.



 


		2.	Restrictions. Your Award is subject to the following restrictions:



 


		(a)	Unvested Restricted Stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.



 


		(b)	Upon your Termination of Service for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will
forfeit all of your rights, title and interest in this Award as of your termination date.



 


		(c)	Your Award is subject to the vesting schedule set forth on page 1 of this Award Agreement.



 


		3.	Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to
occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):



 


		(a)	As to the percentages of the Restricted Stock specified in the vesting schedule on page 1 of this Award Agreement, on the respective
dates specified in the vesting schedule on page 1; provided you have not experienced a Termination of Service; or



 


		(b)	Upon your Termination of Service by reason of death, Disability or within two years of a Change in Control (for reasons other
than Cause).



 


		5.	Delivery of Shares of Stock. Once the Restricted
Stock vests (see vesting schedule on page 1), the Stock will be distributed in accordance with your instructions.



  


		6.	Voting and Dividend Rights. As beneficial owner of the shares subject to the Restricted Stock Award, you have full voting
and dividend rights with respect to the Restricted Stock during and after the Restricted Period. You are also entitled to receive
a payment equal to any dividends, or other distributions declared and paid by the Company with respect to the Restricted Stock.
If you forfeit your rights under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder
with respect to the Restricted Stock and you will no longer be entitled to receive dividends on the shares of Restricted Stock.



 


		7.	Changes in Capital Structure. Upon the occurrence of a corporate event (including, without limitation, any stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination
or exchange of shares of Stock), your Award will be adjusted as necessary to preserve the benefits or potential benefits of the
award. Without limiting the above, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend
payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares of Stock, the shares
of Stock subject to this Award Agreement will automatically be adjusted proportionately.



 


		8.	No Right of Continued Employment or Service. Nothing in this Award Agreement will interfere with or limit in any way
the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon you any right to
continue in the employ or service of the Company or any Affiliate.



 






     


     


    

 


		9.	Payment of Taxes. You may make an election to be taxed upon your Award under Section 83(b) of the Code within 30 days
of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Award the Committee is entitled to require
as a condition of delivery: (i) that you remit an amount sufficient to satisfy any and all federal, state and local (if any)
tax withholding requirements and employment taxes (i.e., FICA and FUTA), (ii) that the withholding of such sums come
from compensation otherwise due to you or from shares of Stock due to you under the 2016 Plan, or (iii) any combination of
the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rules. Outside Directors are self-employed
and not subject to mandatory withholding.



 


		10.	Plan Controls. The terms contained in the 2016 Plan are incorporated into and made a part of this Award Agreement and
this Award Agreement shall be governed by and construed in accordance with the 2016 Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan will control.



 


		11.	Severability. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable,
the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had
never been included in this Agreement.



 


		12.	Notice. Notices and communications under this Agreement must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed
to:



 


[INSERT CONTACT]


 


or any other address designated by the Company in
a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any
other address that you provide in a written notice to the Company.


 


		13.	Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of
this Award Agreement and the 2016 Plan.