Exhibit 4.1


 


FORM OF


 


STOCK OPTION AWARD AGREEMENT


FOR THE MB BANCORP, INC.


2016 EQUITY INCENTIVE PLAN


 


This Stock Option Grant is awarded to _______________
(the “Participant”) by MB Bancorp, Inc.(the “Company”) as of __________________ (the “Grant Date”),
the date the Compensation Committee of the Board of Directors of the Company (the “Committee”) granted the Participant
the right and option to purchase ________________shares of Stock pursuant to the MB Bancorp, Inc. 2016 Equity Incentive Plan
(the “2016 Plan”), subject to the terms and conditions of the 2016 Plan and this Award Agreement:


 


	Type of Option(s):	 	_____ Incentive Stock Option (ISO)
	 	 	_____ Non-Qualified Stock Option (NSO)
	Shares of Stock Subject to the ISO Portion 	 	 
	of this Stock Option Award:	 	______________shares of Common Stock.  
	 	 	 
	Shares of Stock Subject to the NSO Portion 	 	 
	of this Stock Option Award:	 	___________  shares of Common Stock.  
	 	 	 
	Grant Date:	 	_______________, 20____
	 	 	 
	Exercise Price:	 	$________
	 	 	 
	Expiration Date:	 	_______________, unless sooner as set forth in this Award Agreement
	 	 	 
	Vesting Schedule:	 	Unless sooner vested in accordance with Section 2 of the Terms and Conditions (attached hereto) the Options shall vest (become exercisable) in accordance with the following schedule:


 


	 	ISO Schedule	NSO Schedule
	 	 	 
	 	Installment  	Vesting  Date	Installment	Vesting  Date
	 	 	 	 	 


 


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


 


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


 


	Accepted by Participant:	 
	 	 
	_________________________	 
	 	 
	Date:______________________	 


 




     


     


    

 


TERMS AND CONDITIONS


 


		1.	Grant of Option. The Grant Date, Exercise Price and number of shares of Common Stock subject to your Option 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.	Vesting of Options. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page
1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable
upon your death or Disability during your employment or service with the Company or an affiliate of the Company.



  


		3.	Term of Options and Limitations on Right to Exercise. The term of the Option will be for a period of ten (10) years,
expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent
not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur
of the following circumstances:



 


		(a)	Three (3) months after your Termination of Service for any reason other than your death or Disability.



		(b)	Twelve (12) months after Termination of Service by reason of Disability.



		(c)	Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection
(a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon
your death, your beneficiary (designated pursuant to the terms of the 2016 Plan) may exercise your Option.



		(d)	At the end of the remaining original term of the Option if your employment or service is terminated within twenty four (24)
months of a Change in Control.



 


If you or your beneficiary exercises an Option after
your Termination of Service, the Option may be exercised only with respect to the shares of Stock that were otherwise vested on
the date of your termination of service.


 


		4.	Exercise of Option. You may exercise your Option by providing:



 


		(a)	a written notice of intent to exercise to the address and in the form specified by the Committee from time to time; and



		(b)	payment to the Company in full for the shares of Stock subject to the exercise. Payment for the shares of Stock can be made
in cash, Stock (“stock swap”), a combination of cash and Stock or by means of a cashless exercise (if approved by the
Compensation Committee). Participants wishing to use the cashless exercise method must obtain Committee written approval prior
to exercise.



 


		5.	Beneficiary Designation. You may, in a manner determined by the Committee, designate a beneficiary to exercise your
rights under the 2016 Plan and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian,
legal representative, or other person claiming any rights under the 2016 Plan is subject to all terms and conditions of this Award
Agreement and the 2016 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not
designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment
shall be made to your estate. You



 




     


     


    

 


may change or revoke a beneficiary designation at
any time provided the change or revocation is filed with the Company.


 


		6.	Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require
you to remit to the Company, an amount sufficient to satisfy federal, state, and local (if any) withholding taxes and employment
taxes (i.e., FICA and FUTA). Outside Directors are self-employed and not subject to mandatory withholding.



 


		7.	Limitation of Rights. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any
rights as a shareholder of the Company unless and until the shares of Stock are in fact issued in connection with the exercise
of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate
to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.



 


		8.	Restrictions on Transfer and Pledge. You may not pledge, encumber, or hypothecate your right or interest in this Option
to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien, obligation,
or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this
Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy
Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2016 Plan; provided, however, that the Committee
may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your
lifetime.



 


		9.	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 2016 Plan and the provisions of this Award Agreement, the provisions of the 2016 Plan will
control.



 


		10.	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.



 


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



 


		12.	Notice. Notices and communications under this Award 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 the Participant. Notices to you will be directed to your address, as then currently on file with the Company,
or to any other address that you provide in a written notice to the Company.