Exhibit 10.2


 


FIRST UNITED CORPORATION


 


LONG TERM INCENTIVE PLAN


FORM OF RESTRICTED STOCK UNIT (RSU) AGREEMENT

(Time-Vesting)


(Share-Settled)


 


	Grant Date:	_____________ (the “Grant Date”)
	Name of Grantee:	____________ (the “Grantee” or “you”)
	Vesting Date(s) (each, a “Vesting Date”):	
        1/3 on _______________

        1/3 on _______________

        1/3 on _______________

	Number of RSUs subject to Award:	 


 


This Restricted Stock Unit (RSU) Agreement
(“Agreement”) is made and entered into as of the Grant Date by and between First United Corporation,
a Maryland corporation (the “Company”), and you.


 


WHEREAS, the Company has adopted
the First United Corporation Long-Term Incentive Plan (as amended from time to time, the “LTIP”) as a
subplan of the First United Corporation 2018 Equity Compensation Plan (the “Equity Plan” and, together
with the LTIP, the “Plan”), under which the Company is authorized to grant equity-based awards to certain
employees and service providers of the Company;


 


WHEREAS, the Company, to induce you
to continue to dedicate service to the Company and to materially contribute to the success of the Company, agrees to grant you
this award of Restricted Stock Units (“RSUs”);


 


WHEREAS, you acknowledge that a copy
of the Plan has been furnished to you (and is also publicly filed) and shall be deemed a part of this Agreement as if fully set
forth herein and the terms capitalized but not defined herein shall have the meanings set forth in the Plan;


 


WHEREAS, you acknowledge that a copy
of a prospectus that summarizes the terms and conditions of the Plan has also been furnished to you in accordance with applicable
law; and


 


WHEREAS, you desire to accept the
award of RSUs granted pursuant to this


Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:


 


1.       The
Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Grant Date, as a matter
of separate inducement and not in lieu of any salary or other compensation for your services for the Company, an award of RSUs
(the “Award”) consisting of the number of RSUs set forth above in accordance with the terms and conditions
set forth herein and in the Plan.


 






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2.       Settlement
of RSUs. Subject to Section 9 and Section 30, as soon as reasonably practicable after the RSUs vest as provided
in Section 5 or Section 6 (but in no event later than March 15 following the end of the calendar year in which the
RSUs vest), the Company shall settle the vested RSUs in shares of Stock (“Shares”) by delivering one
Share for each such RSU, rounded down in the event of a fraction. The Company, in its sole discretion, may elect to deliver the
Shares in either certificate form or in electronic, book-entry form, with such legends or restrictions thereon as the Committee
may determine to be necessary or advisable in order to comply with applicable securities laws. You shall complete and sign any
documents and take any additional action that the Company may request to enable it to deliver Shares on your behalf.


 


3.       No
Stockholder Rights. Unless and until the RSUs are settled, you shall not have any rights of ownership in or with respect
to the RSUs, including voting rights, Dividend Equivalent rights, or similar shareholder rights.


 


4.       Restrictions;
Forfeiture. The RSUs may not be sold, transferred or otherwise alienated or hypothecated until they have been settled as described
in Section 2. The RSUs may also be forfeited to the Company as provided in Section 5 and Section 6.


 


5.       Vesting
Requirements. Subject to the terms and conditions of this Agreement and the Plan, the RSUs shall vest subject to the satisfaction
of a time-based vesting condition, and none of the RSUs shall be considered earned until such vesting condition is satisfied. You
shall be deemed to satisfy the time-based vesting condition with respect to each tranche of RSUs upon your continuous provision
of service to the Company or an Affiliate as an employee or as an independent contractor in any managerial or governance capacity,
or as a member of the Board or a board of an Affiliate (“Service”), from the Grant Date through each
Vesting Date reflected in the table at the beginning of this Agreement. Except as otherwise provided in Section 6, any RSUs
that do not vest shall be forfeited.


 


6.       Termination
of Services.


 


(a)       Termination
due to Death, Disability or Retirement. Notwithstanding Section 5, if your Service is terminated (i) due to your death,
(ii) because you suffer a “Disability” as that term is defined in the First United Bank & Trust Long Term Disability
Plan (as amended or superseded from time to time) as in effect at the time a determination of Disability is to be made, (iii) due
to your separation from Service for any reason other than death, Disability, Cause (as defined in Section 6(f)), or Detrimental
Activity (as defined in Section 6(g)) after you have both (A) completed 10 years of Service with the Company or an Affiliate
and (B) attained 60 years of age, then a pro rata portion, determined in accordance with the following sentence, of the number
of RSUs reflected in the table at the beginning of this Agreement shall become vested and earned upon the date your Service is
terminated. Such pro rata portion shall be determined based on a fraction, the numerator of which shall be the number of days that
you provided Service between the Grant Date and the date of your separation and the denominator of which shall be the total number
of days between the Grant Date and the Vesting Date. Any RSUs not vesting shall be forfeited.


 






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(b)       Change
in Control. Notwithstanding Section 5 and subject to the Committee’s authority set forth in Section 15 of the
Equity Plan, upon the occurrence of a Change in Control, 100% of the RSUs reflected in the table at the beginning of this Agreement
shall vest upon the Change in Control.


 


(d)       Employment
Agreement; Severance Plan. Notwithstanding anything in this Agreement, in the event of any conflict between this Section
6 and the provisions of (i) any written employment agreement between you and the Company or (ii) any Company severance plan
under which you are a participant with respect to the vesting, acceleration or termination of equity awards upon a termination
of your Service, the provisions most favorable to you under either this Agreement or under such employment agreement or severance
plan, as applicable, shall control.


 


(e)       Other
Terminations. If your Service is terminated under circumstances other than as described above in this Section 6, then
those RSUs that have not vested as of the date of termination shall be forfeited to the Company.


 


(f)       Definition
of Cause. As used in this Agreement, “Cause” means one of the following reasons for which your Service
is terminated by the Company or an Affiliate: (i) willful or grossly negligent misconduct on your part that is materially injurious
to the Company or an Affiliate; (ii) your embezzlement or misappropriation of funds or property of the Company or an Affiliate;
(iii) your conviction of a felony or the entrance of a plea of guilty or nolo contendere to a felony; (iv) your conviction of any
crime involving fraud, dishonesty, moral turpitude or breach of trust or the entrance of a plea of guilty or nolo contendere to
such a crime; (v) your failure or refusal to devote full business time and attention to the performance of your duties and responsibilities
if such breach has not been cured within 15 days after notice is given to you; or (vi) issuance of a final non-appealable order
or other direction by a federal or state regulatory agency prohibiting your employment or other service in the business of banking.


 


(g)       Definition
of Detrimental Activity . As used in this Agreement, “Detrimental Activity” means any conduct
or act by you that is determined by the Committee to be injurious, detrimental or prejudicial to any significant interest of the
Company or an Affiliate, including, without limitation, any one or more of the following types of activity:


 


(i)       Conduct
resulting in an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. federal
securities laws.


 


(ii)       Engaging
in any activity, as an employee, principal, agent or consultant for another entity that competes with the Company or an Affiliate
in any actual, researched or prospective product, service, system or business activity for which you have had any direct responsibility
during the last two years of your Service, in any territory in which the Company or an Affiliate sells, provides or markets such
product, service or system, or engages in such business activity.


 






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(iii)       Soliciting
any employee of the Company or an Affiliate to terminate his or her employment with the Company or an Affiliate.


 


(iv)       The
disclosure to anyone outside the Company or an Affiliate, or the use in other than the Company’s or an Affiliate’s
business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or
material relating to the business of the Company and its Affiliates acquired by you during your Service.


 


(v)       Your
failure or refusal to disclose promptly and to assign to the Company or an Affiliate upon request all right, title and interest
in any invention or idea, patentable or not, made or conceived by you during your Service, relating in any manner to the actual
or anticipated business, research or development work of the Company or an Affiliate.


 


(vi)       Activity
that results in termination of your Service for Cause.


 


7.       Leave
of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence
for any reason you shall be considered to still be in the Service; provided that rights to the RSUs during a leave of absence
shall be limited to the extent to which those rights were earned or vested when the leave of absence began.


 


8.       Payment
of Taxes. In connection with any disposition of Shares or cash acquired pursuant to settlement of the Award, you (or any person
permitted to receive such disposition or payment in the event of your death) shall be responsible for satisfying withholding taxes
and other tax obligations relating to the Award or payment. Such tax obligations shall be satisfied through net withholding (which
is a reduction of the amount of Shares or cash, as determined by the Committee, otherwise issuable or deliverable pursuant to the
Award or payment) and the maximum number of Shares that may be so withheld shall be the number of Shares that have an aggregate
Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based
on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized
without creating adverse accounting treatment for the Company with respect to the Award or payment, as determined by the Committee.
You acknowledge that there may be adverse tax consequences upon the transfer, vesting or settlement of the Award, the disposition
of the underlying Shares or cash and that you have been advised, and hereby are advised, to consult a tax advisor prior to such
transfer, vesting, settlement, disposition or payment. You represent that you are in no manner relying on the Board, the Committee,
the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives
(including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice
or an assessment of such tax consequences.


 


9.       Compliance
with Securities Law and Plan Limits. Notwithstanding any provision of this Agreement to the contrary, to the extent RSUs are
otherwise settleable in Shares but there are not sufficient Shares available for issuance under the Plan, the Committee may elect
to settle the RSUs in cash. Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares shall be subject
to compliance with all applicable requirements of federal, state, or foreign laws with respect to such securities and with the
requirements of any stock exchange or market system upon which the Stock may then be listed. No Shares shall be issued hereunder
if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Shares shall not
be issued hereunder unless (a) a registration statement under the Securities Act (the “Act”) is at the
time of issuance in effect with respect to the Shares issued or (b) in the opinion of legal counsel to the Company, the Shares
issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any Shares subject to the Award shall relieve the Company of any
liability in respect of the failure to issue such Shares as to which such requisite authority has not been obtained; provided,
however, that in such event, the Company shall settle the vested portion of this Award through payment of cash having a Fair
Market Value equal to the number of Shares otherwise issuable. As a condition to any issuance hereunder, the Company may require
you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation
and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time,
the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required
documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance.


 






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10.       Right
of the Company and Affiliates to Terminate Employment or Services. Nothing in this Agreement confers upon you the right to
continue in the employ of or performing services for the Company or any of its Affiliates, or interfere in any way with the rights
of the Company or any of its Affiliates to terminate your employment or service relationship at any time. For purposes of this
Agreement, you shall be considered to be in Service as long as you remain in Service or in the service of a corporation or a parent
or subsidiary of such corporation assuming or substituting a new award for this Award.


 


11.       Corporate
Acts. The existence of the RSUs shall not affect in any way the right or power of the Board or the shareholders of the Company
to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure
or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation
of the Company or any sale, lease, exchange, or other disposition of all or any part of its assets or business, or any other corporate
act or proceeding.


 


12.       Furnish
Information. You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting
or other requirements imposed upon the Company by or under any applicable statute or regulation.


 


13.       Remedies.
The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection
with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance
or for damages for its breach or otherwise.


 






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14.       No
Liability for Good Faith Determinations. The members of the Board and of the Committee shall not be liable for any act, omission
or determination taken or made in good faith with respect to this Agreement or the RSUs granted hereunder.


 


15.       Execution
of Receipts and Releases. Any payment of cash or any issuance or transfer of Shares or other property to you, or to your legal
representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full
satisfaction of all claims of such persons hereunder. The Company may require you or your legal representative, heir, legatee or
distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it
shall determine.


 


16.       No
Guarantee of Interests. The Committee, the Board and the Company do not guarantee the Shares from loss or depreciation.


 


17.       Notice.
All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be
deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier
the date it is sent via certified United States mail.


 


18.       Waiver
of Notice. Any person entitled to notice hereunder may waive such notice in writing.


 


19.       Information
Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information
and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms
and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be
given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention
of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar
award to you, as a factor weighing against the advisability of granting any such future award to you.


 


20.       Successors.
This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its
successors and assigns.


 


21.       Severability.
If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced
as if the illegal or invalid provision had never been included herein.


 


22.       Headings.
The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction
of the provisions hereof.


 






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23.       Governing
Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws
of Maryland without giving any effect to any conflict of law provisions thereof, except to the extent Maryland state law is preempted
by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval
of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.


 


24.       Amendment.
This Agreement may be amended by the Board or by the Committee at any time; provided that any amendment that would materially
and adversely affect your rights hereunder shall not be effective without your consent.


 


25.       Clawback.
To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by
the Board (or a committee thereof), all Shares granted and cash awarded under this Agreement shall be subject to the provisions
of any applicable clawback policies or procedures adopted by the Company, which clawback policies or procedures may provide for
forfeiture and/or recoupment of such Shares and cash. Notwithstanding any provision of this Agreement to the contrary, the Company
reserves the right, without your consent, to adopt any such clawback policies and procedures, including such policies and procedures
applicable to this Agreement with retroactive effect.


 


26.       The
Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.


 


27.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together
shall constitute one instrument. Delivery of an executed counterpart of this Agreement by facsimile or portable document format
(.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.


 


28.       Consent
to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, you agree, to the fullest extent
permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including prospectuses,
prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other
forms of communications) in connection with this and any other award made or offered by the Company. Electronic delivery may be
via a Company electronic mail system or by reference to a location on a Company intranet to which you have access. You hereby consent
to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance
of any such documents that the Company may be required to deliver, and agree that your electronic signature is the same as, and
shall have the same force and effect as, your manual signature.


 


 






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29.       Entire
Agreement. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof,
and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Award
granted hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject to the terms and
conditions of any employment, consulting and/or severance agreement or severance plan between the Company (or an Affiliate or other
entity) and you in effect as of the date a determination is to be made under this Agreement. Without limiting the scope of the
preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating
to the subject matter hereof are hereby null and void and of no further force and effect. In this Agreement, unless otherwise stated,
the following uses apply: (a) “including” (and like terms) means “including, without limitation” (and like
terms); and (b) references to sections and exhibits are to sections and exhibits in and to this Agreement.


 


30.       Acknowledgements
Regarding Section 409A of the Code. This Agreement is intended to comply with section 409A of the Code and the guidance and
regulations promulgated thereunder (“Section 409A”) or an exemption thereunder and shall be construed
and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A.
Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement
comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest
or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding the foregoing, you
acknowledge that if you are deemed a “specified employee” within the meaning of Section 409A, as determined by the
Committee, at a time when you become eligible for settlement of the RSUs upon “separation from service” within the
meaning of Section 409A, then to the extent this Agreement provides for “nonqualified deferred compensation” and to
the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement shall be delayed until the
earlier of: (a) the date that is six months following your separation from service and (b) your death. All installment payments
under this Agreement shall be deemed separate payments for purposes of Section 409A.


 


[Signatures Appear on Next Page]


 




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[Signature Page]


 


IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed by its officer thereunto duly authorized, and the Grantee has set his or her hand as of the
Grant Date.


 


 


 





	 	FIRST UNITED CORPORATION
	 	 
	 	By:	 
	 	Name: 
	 	Title:
	 	 
	 	 
	 	GRANTEE
	 	 
	 	 


 


 


 


 



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