EXHIBIT 10.5

  

  

  

  

  

  
    
      [FORM OF]

    

     

    

    INCENTIVE STOCK OPTION

    

    

    Granted by

    

    

    METROPOLITAN BANK HOLDING CORP.

    

    

    under the

    

    

    METROPOLITAN BANK HOLDING CORP.

    2019 EQUITY INCENTIVE PLAN

    

    

    
      This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2019 Equity
        Incentive Plan (the “Plan”) of Metropolitan Bank Holding Corp. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan and a Plan prospectus have been provided or made available to each person
        granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, 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 committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise
        requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

    

    1.   Name of Participant:
          _________________________________________ 

          

    2.   Date of Grant:
        _______________________________________________ 

        

    
      
        3.   Total number of shares of Company common stock, $0.01 par
              value per share, that may be acquired pursuant to this Option: _____________

                (subject to adjustment pursuant to Section 10 hereof). 

          

        ●      This is an Incentive Stock Option (“ISO”) to the maximum extent permitted under Code Section 422(d).

      

    

     

    4.   Exercise price per share:_____________________

    (subject to adjustment pursuant to Section 10 below)

    

    

    5.   Expiration Date of Option:___________________

    
      
        
          6.   Vesting Schedule.  Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, 

              in accordance with
              the vesting schedule specified herein.

           

            

          
            
              


          

           

      

    

    The Options granted under this Agreement shall vest in ____ (___) equal annual installments, with the first installment
        becoming exercisable on the first anniversary of the date of grant, or ________, 20__, and succeeding installments on each anniversary thereafter, through ________, 20__.  To the extent the Options awarded to me are not equally divisible by “__,”
        any excess Options shall vest on ________, 20__.

     

      

    
      This Option may not be exercised at any time on or after the Option’s expiration date. Vesting will automatically accelerate pursuant to Section 2.9 and 4.1
        of the Plan (in the event of death or Disability or an Involuntary Termination at or following a Change in Control).

       

    

    

    7.   Exercise Procedure.

    
      
        	

              	7.1	
                Delivery of Notice of Exercise of Option.  This Option
                    will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option”
                    attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together with payment by cash or other means acceptable to the Committee,
                    including:

              


      

    

    

    

    
      	
              ●

            	
              Cash or personal, certified or cashier’s check in full/partial payment of the purchase price.

               

                

            


    

    
      	
              ●

            	
              Stock of the Company in full/partial payment of the purchase price.

               

                

            


    

    
      	
              ●

            	
              By a net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the
                  Option (and, if applicable, any tax withholding).

               

                

            


    

    
      	
              ●

            	
              By selling shares from my Option shares through a broker in full/partial payment of the purchase price.

               

                

            


    

    In order to exercise the Option, please deliver the Notice of Exercise and payment (if applicable) to the Company at the
        following address:

     

      

    Metropolitan Bank Holding Corp.

    99 Park Avenue

    New York, New York 10016

    
      
        
                      Attention: ___________________

          

        

      

    

    

    

    
      
        	

              	7.2	
                “Fair Market Value” shall have the meaning set forth
                    in Section 8.1(p) of the Plan.

              


      

    

    8.   Delivery of Shares.

    

    

    Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws
        (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

    

    

    
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    9.   Change in Control.

    

    

    
      
        	

              	9.1	
                Notwithstanding Section 11, in the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or
                    not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option.

              


      

    

    

    

    
      
        	

              	9.2	
                A “Change in Control” will be deemed to have occurred
                    as provided in Section 4.2 of the Plan.

              


      

    

    

    

    10. Adjustment Provisions.

    This Option, including the number of shares subject to the Option and the
        exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

    11.  Termination of Option and Accelerated Vesting.

    This Option will terminate upon the expiration date, except as set forth in the following 
        provisions:

    
      
        	
                (i)

              	
                
                  Death.  This Option will become
                    exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s death.  This Option may thereafter be exercised by
                    the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to termination on the expiration date of
                      this Option, if earlier. In order for the Options to have ISO treatment, the Participant’s death must have occurred while employed or within three (3) months of Termination of Service.

                   

                    

                

              


      

      
        	
                (ii)

              	
                Disability.  This Option
                    will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be
                    exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to termination on the Option’s expiration date, if earlier.

                 

                  

              


      

      
        	
                (iii)

              	
                Retirement.[TBD]

                 

                  

              


      

      
        	
                (iv)

              	
                Termination for Cause.  If the Participant’s Service has terminated for Cause, all Options that have not been exercised will expire and be forfeited.

                 

                  

              


      

      
        	
                (v)

              	
                Other Termination.  If the Participant’s Service terminates for any reason other than due to death, Disability, Retirement, Involuntary Termination
                    following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three (3) months following
                    termination, subject to termination on the Option’s expiration date, if earlier.

              


      

      

      

    

    

    

    
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    12.   Miscellaneous.

    

    

    
      
        	

              	12.1	
                No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for
                    receipt of such rights.

              


      

    

    

    

    
      
        	

              	12.2	
                This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

              


      

    

    

    

    
      
        	

              	12.3	
                Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of
                    descent and distribution, (2) to a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the
                    Option will not qualify as an ISO as of the day of such transfer.

              


      

    

    

    

    
      
        	

              	12.4	
                This Agreement will be governed by and construed in accordance with the laws of the State of New York.

              


      

    

    

    

    
      
        	

              	12.5	
                This Agreement 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 Participant agrees that he will not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case
                    may be, would constitute a violation by the Participant or the Company of any such law, regulation or order or any provision thereof.

              


      

    

    

    

    
      
        
          	

                	12.6	
                  The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.

                


        

      

    

    

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

    METROPOLITAN BANK HOLDING CORP.

    By:_____________________________________ 

    Its: ______________________________________

    

    

    
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    PARTICIPANT’S ACCEPTANCE

    The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof,
        including the terms and provisions of the 2019 Equity Incentive Plan.  The undersigned hereby acknowledges receipt of a copy of the Company’s 2019 Equity Incentive Plan.

    PARTICIPANT

     

      

     

      

    _________________________________________

    

      

    

      

    
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      EXHIBIT A

      NOTICE OF EXERCISE OF OPTION

      

      

      I hereby exercise the stock option (the “Option”) granted to me by Metropolitan Bank Holding Corp. (the “Company”) or
          its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the “Agreement”) and the Metropolitan Bank Holding Corp. 2019 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to
          purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.

      

      

      I elect to pay the exercise price by:

      

      

      
        
          	

                	___	
                  Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.

                


        

      

      
        
          	

                	___	
                  Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*

                


        

      

      
        
          	

                	___	
                  A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any
                      tax withholding).

                


        

      

      
        
          	

                	___	
                  Selling  ______ shares from my Option shares through a broker in full/partial payment of the purchase price.

                


        

      

      I understand that after this exercise, ____________ shares of Common Stock remain subject to the
          Option, subject to all terms and provisions set forth in the Agreement and the Plan.

      I hereby represent that it is my intention to acquire these shares for the following purpose:

      ___ investment

      ___ resale or distribution

      

      

      Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of
          the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise
          of such Option.

      Date: ____________, _____.           _________________________________________

       Participant’s signature

      

      

      

      

      

      

      

      

      * If I elect to exercise by exchanging shares I already own, I will constructively
          return shares that I already own to purchase the new option shares.  If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged.  If the shares are
          held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged.  I will keep the shares that I already own and treat them
          as if they are shares acquired by the option exercise.  In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire.

      

      

      

      

    

     

    

  

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