EXHIBIT 10.4

  

  

  

  

  

  
    [FORM OF]

    

    

    

    Time-Based

    Restricted Stock Award Agreement

    

    

    Granted by

    

    

    METROPOLITAN BANK HOLDING CORP.

    

    

    under the

    

    

    METROPOLITAN BANK HOLDING CORP.

    2019 EQUITY INCENTIVE PLAN

    

    

    
      This restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and shall 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 has been provided to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock
        Award (the “Participant”) hereby accepts this Restricted Stock 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 committee appointed to administer the Plan (“Committee”) or the Board shall 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” shall 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 shall have the same meaning as in the Plan.

    

    1.   Name of Participant: __________________________________

        

    2.   Date of Grant:      ___________________________________

    
      
        3.   Total number of Restricted Stock Awards covered by the Award:___________________

         (subject to adjustment pursuant to Section 9 hereof).

          

      

    

    
      
        4.   Vesting Schedule.  Except as otherwise provided in
            this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.

      

    

    	
            Date

          	
            Vested Portion of Award

          	
            Number of Shares Vesting

          
	 	 	 
	 	 	 
	 	 	 


    

    

    
      Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death, Disability or
        Involuntary Termination at or following a Change in Control).

    

    

  

  

  

  

  
    
      


  

  
  
    5.   Grant of Restricted Stock Award.

    

    

    The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either
      registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered
      to the Participant.  Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

    If certificated, the certificates evidencing the Restricted Stock Award will bear a legend
        restricting the transferability of the Restricted Stock.  The Restricted Stock awarded to the Participant will not be sold, encumbered, hypothecated or otherwise
        transferred except in accordance with the terms of the Plan and this Agreement.

    
      
        
          6.   Terms and Conditions.

        

      

    

    
       

    

    
      
        	

              	
                 6.1

                  

                 

                  

                6.2

              	
                The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require a shareholder vote.

                 

                  

                Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the
                    Participant within thirty (30) days after the Restricted Stock vests.  If the Stock does not vest, the dividends will be forfeited by the Participant.  Any stock dividends declared on shares of Stock subject to a Restricted Stock Award
                    will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.

              


      

    

    
      
        
          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.   Delivery of Shares.

        

      

    

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

    

    

    8.   Change in Control.

    

    

    
      
        	

              	8.1	
                In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.

              


      

    

    

    

    
      
        	

              	8.2	
                A “Change in Control” will be deemed to have occurred
                    as provided in Section 4.2 of the Plan.

              


      

    

    

    

    9.   Adjustment Provisions.

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

    
      2

      
        


    

    10.   Effect of Termination of Service on Restricted Stock Award.

    10.1 This Restricted Stock Award will vest as follows:

    
      
        	
                (i)

              	
                Death.  In the event of
                    the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all shares subject to an outstanding Award at the date of Termination of Service.

                 

                  

              


      

      
        	
                (ii)

              	
                Disability.  In the event of the Participant’s Termination of Service by reason of
                      Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award at the date of Termination of Service.

                 

                  

              


      

      
        	
                (iii)

              	
                Retirement.  In the event
                    of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock award that has not vested as of the date of Termination of Service will expire and be forfeited.  The term “Retirement” shall
                    have the meaning set forth in Section 8.1(aa) of the Plan.

                 

                  

              


      

      
        	
                (iv)

              	
                Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Restricted Stock granted to a Participant that has not vested will
                    expire and be forfeited.

                 

                  

              


      

      
        	
                (iv)

              	
                Other
                      Termination.  If a Participant terminates Service for any reason other than due to death, Disability, Retirement,
                    Involuntary Termination at or following a Change in Control or for Cause, all shares of  Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will expire and be forfeited.

              


      

       

    11.   Miscellaneous.

    
      
        	

              	11.1	
                No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the Participant fulfills all
                    conditions for receipt of such rights.

              


      

    

    
      
        	

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

              


      

    

    
      
        	

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

              


      

    

    
      
        	

              	11.4	
                This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New York.

              


      

    

    
      
        	

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

              


      

    

    [Signature page follows]

    
      
        


    

    

    

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

    METROPOLITAN BANK HOLDING CORP.

    

    

    By:____________________________________ 

    Title:___________________________________

    

    

    

    

    

    

    

    

    PARTICIPANT’S ACCEPTANCE

    The undersigned hereby accepts the foregoing Restricted Stock Award 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 and related Prospectus.

    PARTICIPANT

     

      

    _______________________________________