Exhibit 10.1


 


PERFORMANCE
AWARD


RESTRICTED STOCK UNITS


Granted by


 


SALISBURY
BANCORP, INC.


 


under the


 


SALISBURY BANCORP, INC.


2017 LONG TERM INCENTIVE PLAN


 


This Performance Award
Agreement for Restricted Stock Units (“Performance Award” or “Agreement”) is and will be subject
in every respect to the provisions of the 2017 Long Term Incentive Plan (the “Plan”) of Salisbury Bancorp, Inc. (the
“Corporation”) 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 Performance Award pursuant to the Plan. The
holder of this Performance Award (the “Participant”) hereby accepts this Performance 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 Corporation (“Committee”) will be final, binding and
conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Capitalized
terms used herein but not defined will have the same meaning as in the Plan.


Name of Participant._________________________________________________


Date of Grant. _________, 20__.


Tangible Book Value. __________, 20___$_________
(unaudited)


Target number of shares of Corporation
common stock, $0.10 par value per share, covered by the Performance Award.                                                                  

(subject to adjustment pursuant to Section 9 hereof).


		4.	Restricted Stock Unit.



 


A Restricted Stock Unit is an Award
denominated in shares of Stock, except that no shares of Stock are actually awarded to the Participant on the date of grant. The Restricted
Stock Units will be credited to the Participant’s account, subject to the terms of the Plan and this Agreement. A Restricted Stock
Unit will be settled in shares of the Corporation’s Stock.


		5.	Performance Goal(s)/Vesting Schedule. Except as otherwise provided in this Agreement, this Performance
Award is earned at the end of the measurement period (sometimes referred to herein as the “performance period”) based on the
level of achievement of the performance goal(s). The measurement period for the Award is the three (3) calendar years from 2022 through
2024. The determination date for purposes of vesting of the Award will be no later than March 15, 2025 (or as soon thereafter during 2025
as achievement or non-achievement of the performance measure can be determined, with any earlier or delayed date being deemed the “determination
date”). In order to vest in the Award: (i) the Committee must certify in writing, the level at which the performance measure was,
in fact, satisfied and (ii) the Participant must be employed on the determination date, unless vesting is accelerated due to the Participant’s
death or Disability or involuntary termination of service in connection with or following a Change in Control.



The performance
measure for this Award is based on the increase in the Corporation’s tangible book value (“TBV”)over the
three-year measurement period. The threshold increase in TBV in order to receive an Award is $7.00. No portion of the Award will be earned
if the increase in TBV at the end of the measurement period is less than $7.00. One Hundred Percent (100%) of the Award (the “target
payout”) will be earned if the increase in TBV for the measurement period is $9.00, and an Award will be earned in excess of the
target payout if growth in TBV exceeds $9.00. The actual number of Restricted Stock Units earned will be scaled, based on actual performance
over the measurement period versus the stated goals. For further information regarding the percentage of the Award that may be earned
at various levels of TBV growth, please refer to Appendix A.


		6.	Terms and Conditions.



		6.1	Dividend Equivalent Rights. If set forth in the Committee’s grant resolutions and noted by checking
the box below, Dividend Equivalent Rights



 ☐ will ☑ will not


be paid on Restricted Stock Units. If
Dividend Equivalent Rights are to be paid on the Restricted Stock Units, any such Dividend Equivalent Rights shall be credited by the
Corporation to an account for the Participant and accumulated, with interest for each calendar year (or portion thereof) at an annual
rate equal to the dividend yield rate for the immediately preceding calendar year, until the date upon which the underlying Restricted
Stock Unit becomes vested.


		6.2	Voting Rights. The Participant will have no voting right with respect to any Restricted Stock Unit granted
hereunder.




		7.	Delivery of Shares.



 


Delivery of shares of Stock under this
Performance Award will comply with all applicable laws (including, the requirements of the 1934 Act), and the applicable requirements
of any securities exchange or similar entity. 


 


		8.	Change in Control.



 


		8.1	In the event of a Participant’s involuntary termination of service (including a termination for
Good Reason) on the effective date of or within twenty-four (24) months following a Change in Control, the Participant will vest in a
portion or all of this Award, based upon an assumed achievement of the performance goals at the greater of the target level or actual
achievement level (measured at the date of the Change in Control) multiplied by a fraction, the numerator of which is the actual
whole or partial months that have expired in the three-year performance period at the time of the Participant’s termination of service
and the denominator of which is 36. In either case, there shall be a prorated payout to the Participant as soon as reasonably practicable
but in no event later than 60 days following the Participant’s termination of service (unless a later date is required by Section
15.3 of the Plan).



 


		8.2	In the event of a Change in Control in which the Corporation is not the surviving entity, if the Participant
continues in employment with the surviving entity and the Performance Awards are assumed by the surviving entity, the Performance Awards
hereunder held by the Participant shall remain outstanding for the remainder of the three-year performance period and shall be deemed
to be earned at the end of the performance period at the greater of the target level or actual achievement level (measured at the date
of the Change in Control), subject to accelerated vesting in the event of the Participant’s death (under Section 10.1(i) below),
Disability (under 10.1(ii) below), or involuntary termination of service (under Section 8.1 above).



 


		8.3	In the event of a Change in Control in which the Corporation is not the surviving entity, if the Performance
Awards are not assumed by the surviving entity, then the vesting of the Awards will accelerate and be paid in the same manner as under
Section 8.1 (as if the Participant had an involuntary termination of service on the date of the Change in Control).



 


		8.4	A “Change in Control” will be deemed to have occurred as provided in Section 2.1(i) of the
Plan.



 


		9.	Adjustment Provisions.



 


This Performance
Award will be adjusted, in accordance with Appendix A, based on actual achievement at the end of the measurement period.


In addition,
this Performance Award, including the number of shares of Stock subject to the Restricted Stock Units, will be adjusted upon the occurrence
of the events specified in, and in accordance with the provisions of, Section 13.1 of the Plan. This Performance Award may also be adjusted,
in the sole discretion of the Committee, pursuant to the terms of Sections 9.2(b) (other than those governing Awards subject to Code Section
162(m) and13.2 of the Plan).


		10.	Effect of Termination of Service on Performance Award.






10.1       This
Performance Award will vest as follows:


Death.
In the event of the Participant’s termination of service by reason of the Participant’s death, all Restricted Stock Units
will vest at the target level at the date of termination of service.


Disability.
In the event of the Participant’s termination of service by reason of Disability, all Restricted Stock Units will vest at the target
level, at the date of termination of service. 


Retirement.
In the event of the Participant’s termination of service by reason of retirement, Restricted Stock Units that are granted as Performance
Awards hereunder shall vest as follows: vesting shall not be accelerated to the retirement date, but at the end of the measurement period,
the Participant may vest in a portion of the remaining Award on a pro rata basis by multiplying: (i) the number of shares of Stock earned
based on the TBV growth achieved over the measurement period (as set forth on Appendix A) and (ii) the percentage of the measurement period
that the Participant served prior to retirement (i.e., 18 months equals 50%). For these purposes, a participant will be deemed to have
a termination of service due to “retirement” if the Participant terminates Service voluntarily on or after attainment of age
sixty-two (62) with five years of service with the Corporation or the Bank. Notwithstanding anything herein to the contrary, the Participant
shall not be eligible for, or shall forfeit the entire Award if the Participant violates the terms of the noncompete requirements set
forth in Section 11.6 hereof.


Termination
for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock Units granted to a Participant hereunder
will expire and be forfeited.


Other Termination.
If a Participant terminates Service for any reason other than due to death, Disability, retirement, for Cause, or an involuntary termination
all shares of Restricted Stock Units awarded to the Participant hereunder which have not vested as of the date of termination of service
will expire and be forfeited.


		11.	Miscellaneous.






		11.1	No Performance Award will confer upon the Participant any rights as a stockholder of the Corporation prior
to the date on which the individual fulfills all conditions for receipt of such rights and shares of Stock are transferred to the Participant.



		11.2	This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the
Corporation and the Participant.



		11.3	Restricted Stock Units are not transferable prior to the time such Awards vest in the Participant.



		11.4	This Performance Award will be governed by and construed in accordance with the laws of the State of Connecticut.



		11.5	This Performance 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 Corporation will not be obligated to issue any shares
of Stock hereunder if the issuance of such shares would constitute a violation of any law, regulation or order or any provision thereof.



		11.6	In order to be eligible for any portion of this Performance Award following a termination of service due
to retirement, the Participant shall not, for a period of one year after termination of service, become
an officer, employee, consultant, director, independent contractor, agent, sole proprietor, joint venturer,
greater than 5% equity-owner or stockholder, partner or trustee of any savings bank, savings and loan association, savings and loan holding
company, credit union, bank or bank holding company, insurance company or agency, any mortgage or loan broker or any other entity
that has headquarters or offices within fifteen (15) miles of the locations in which the Bank or its affiliates has business operations
or has filed an application for regulatory approval to establish an office as of the date of Participant’s termination; provided,
however, that this restriction shall not apply if the Participant’s retirement occurs contemporaneously with or following
a Change in Control.



		11.7	The granting of this Performance Award does not confer upon the Participant any right to be retained in
the employ of the Corporation or any subsidiary.



		11.8	Subject to written consent by the Committee, the Participant shall
have the right to direct the Corporation (or an Affiliate) to collect federal, state and local income taxes and the employee portion of
FICA taxes (Social Security and Medicare) with respect to any Restricted Stock Unit Award in accordance with Section 15.2 of the Plan.
Notwithstanding the foregoing, the Corporation shall have the right to require the Participant to pay the Corporation (or Affiliate) the
amount of any tax that the Corporation (or Affiliate) is required to withhold with respect to the settlement of the Restricted Stock Unit
or sell without notice, a sufficient number of shares of Stock received upon settlement of the Restricted Stock Unit to cover the maximum
amount required to be withheld under applicable law. 



		11.9	To the extent any provision of this Agreement conflict with the terms of the Plan, the terms of the Plan
shall control, provided, however, that the provisions of Section 9.2(c) of the Plan pertaining to Section 162(m) of the Code shall not
apply to this Performance Award.



[Signature Page Follows]




    	 



    	 



    

IN WITNESS WHEREOF, the Corporation has caused
this Agreement to be executed in its name and on its behalf as of the date of grant of this Performance Award set forth above.





	SALISBURY BANCORP, INC.
	 	 
	 	 
	By:	 
	Its:	 







 


PARTICIPANT’S ACCEPTANCE


The undersigned hereby
accepts the foregoing Performance Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2017
Long Term Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the Corporation’s 2017 Long Term Incentive Plan.


	PARTICIPANT
	 	 
	 	 
	 
	[NAME]



 


 


 


 


 


 


 


 


 





 



    	 	 	 



     


    




 


APPENDIX A


 


Example of Grant:1,000 Restricted Stock Units
(Performance Based)


 


	
    TBV 

    Growth
	
    Payout

    %
	
     

    Shares

	    < $7.00	0%	0
	$7.00	75%	750
	$9.00	100%	1,000
	$11.00	125%	1,250
	$13.00	150%	1,500