Unassociated Document


    Exhibit 10.3

      PROVIDENT
FINANCIAL HOLDINGS, INC.

       

      2010
EQUITY INCENTIVE PLAN

       

      RESTRICTED STOCK
AGREEMENT

      


      RS No.
__

      


      Shares of Restricted Stock are hereby
awarded on ___________, ____, by Provident Financial Holdings, Inc. (the "Company"), to ______________ (the "Grantee"), in accordance with the
following terms and conditions:

      


      1.           Share
Award.  The Company hereby awards to the Grantee _________
shares ("Shares") of common stock of the
Company ("Common
Stock") pursuant to the
Provident Financial Holdings, Inc. 2010 Equity Incentive Plan, as the same may
be amended from time to time (the "Plan"), and upon the terms and
conditions and subject to the restrictions in the Plan and as hereinafter set
forth.  A copy of the Plan, as currently in effect, is incorporated
herein by reference and is attached hereto.

      


      2.           Restrictions on Transfer and
Restricted Period.  During the period (the "Restricted Period") commencing on the date of
this Award Agreement and terminating on ___________, ____, Shares with respect
to which the Restricted Period has not lapsed may not be sold, assigned,
transferred, pledged, or otherwise encumbered by the Grantee except, in the
event of the death of the Grantee, by will or the laws of descent and
distribution or pursuant to a "domestic relations order, " as defined in Section
414(p)(1)(B) the Code, or as hereinafter provided.  Shares with
respect to which the Restricted Period has lapsed shall sometimes be referred to
herein as "Vested."

      


      Provided that the Grantee does not
incur a Termination of Service, Shares shall become Vested in accordance with
the following schedule:

      


      
        	
                Date of Vesting

              	
                Number of Shares Vested

              
	 
      	 
      


      

      


      


      


      The
Committee referred to in Article IV of the Plan shall have the authority, in its
discretion, to accelerate the time at which any or all of the restrictions shall
lapse with respect to any Shares or to remove any or all of such restrictions,
whenever the Committee may determine that such action is appropriate by reason
of changes in applicable tax or other laws, changes in circumstances occurring
after the commencement of the Restricted Period, or any other
reason.

       

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      3.           Termination of
Service.  Except as provided in Section 8 below, if the Grantee
incurs a Termination of Service for any reason (other than death or disability),
all Shares which are not Vested at the time of such Termination of Service shall
upon such Termination of Service be forfeited to the Company.  If the
Grantee incurs a Termination of Service by reason of death or disability, all
Shares awarded pursuant to this Award Agreement shall become Vested at the time
of such termination, and the Shares shall not thereafter be
forfeited.

      


      4.           Certificates for the
Shares.  The Company shall issue ____________ [same as number of vesting periods] certificates
in respect of the Shares in the name of the Grantee, as the Shares represented
thereby become Vested.

      


      5.           Grantee's
Rights.  Subject to all limitations provided in this Award
Agreement, the Grantee, as owner of the Shares during the Restricted Period,
shall have all the rights of a stockholder, except the right to receive
dividends paid on the Shares and the right to vote such Shares.

      


      6.           Expiration of Restricted
Period.  Upon the lapse or expiration of the Restricted Period
with respect to a portion of the Shares, the Company shall deliver to the
Grantee (or in the case of a deceased Grantee, to his legal representative) the
certificate in respect of such Shares.  The Shares as to which the
Restricted Period shall have lapsed or expired shall be free of the restrictions
referred to in Section 2 above.

      


      7.           Adjustments for Changes in
Capitalization of the Company.  In the event of any change in
the outstanding shares of Common Stock by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or exchange of
shares, merger, consolidation, or any change in the corporate structure of the
Company or in the shares of Common Stock, the number and class of Shares covered
by this Award Agreement shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.  Any shares of Common Stock or
other securities received, as a result of the foregoing, by the Grantee with
respect to Shares subject to the restrictions contained in Section 2 above shall
also be subject to such restrictions.

      


      8.           Effect of Change in
Control.  If a tender offer or exchange offer for shares of the
Company (other than such an offer by the Company) is commenced, or if a Change
in Control shall occur, and the Grantee thereafter incurs a Termination of
Service for any reason whatsoever, all previously unvested Shares shall vest in
full upon the happening of such events; provided, however, that no Shares which
have previously been forfeited shall thereafter become Vested.

      


      9.           Delivery and Registration of
Shares of Common Stock.  The Company's obligation to deliver
Shares hereunder shall, if the Committee so requests, be conditioned upon the
Grantee's compliance with the terms and provisions of Article V of the
Plan.

      


      10.           Plan and Plan
Interpretations as Controlling.  The Shares hereby awarded and
the terms and conditions herein set forth are subject in all respects to the
terms and conditions of the 

       

       

      
        
           


        

        
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      Plan,
which are controlling.  Capitalized terms used herein which are not
defined in this Award Agreement shall have the meaning ascribed to such terms in
the Plan.  All determinations and interpretations made in the
discretion of the Committee shall be binding and conclusive upon the Grantee or
his legal representatives with regard to any question arising hereunder or under
the Plan.

      


      11.           Grantee
Service.  Nothing in this Award Agreement shall limit the right
of the Company or any of its Affiliates to terminate the Grantee's service as a
director, advisory director, director emeritus, or employee, or otherwise impose
upon the Company or any of its Affiliates any obligation to employ or accept the
services of the Grantee.

      


      12.           Withholding
Tax.  Upon the termination of the Restricted Period with
respect to any Shares (or at any such earlier time, if any, that an election is
made by the Grantee under Section 83(b) of the Code, or any successor thereto),
the Company may withhold from any payment or distribution made under the Plan
sufficient Shares to cover any applicable withholding and employment
taxes.  The Company shall have the right to deduct from all dividends
paid with respect to Shares the amount of any taxes which the Company is
required to withhold with respect to such dividend payments.

      


      13.           Amendment.  The
Committee may waive any conditions of or rights of the Company or modify or
amend the terms of this Award Agreement; provided, however, that the Committee
may not amend, alter, suspend, discontinue or terminate any provision hereof
which may adversely affect the Grantee without the Grantee's (or his legal
representative's) written consent.

      


      14.           Grantee
Acceptance.  The Grantee shall signify his acceptance of the
terms and conditions of this Award Agreement by signing in the space provided
below, by signing the attached stock powers, and by returning a signed copy
hereof and of the attached stock powers to the Company.


      
        
           


        

        
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      IN WITNESS WHEREOF, the parties hereto
have caused this Award Agreement to be executed
as of the date first above written.

      


      PROVIDENT FINANCIAL HOLDINGS,
INC.

      


      


      


      By:
____________________________

      Its:
____________________________

      


      


      


      ACCEPTED:

      


      


      ____________________________________

      (Signature)

      


      


      ____________________________________

      (Street Address)

      


      


      ____________________________________

      (City, State and Zip
Code)

       

       

       

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