EXHIBIT 10.2

  

  

  

  

  

  
    
      
        [FORM OF]

         

        

      

       Performance-Based

       Restricted Stock Award

      

      

      Granted by

      

      

      METROPOLITAN BANK HOLDING CORP.

      

      

      under the

      

      

      METROPOLITAN BANK HOLDING CORP.

      2019 EQUITY INCENTIVE PLAN

      

      

    

    This restricted stock agreement (“Restricted Stock Award” 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 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 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, covered by the Restricted Stock Award: _________  

        (subject to adjustment pursuant to Section 9 hereof).

    
      
        
          4.   Performance-Based Vesting.  The Committee has set _______ performance metrics in order to achieve full vesting of this Award.  Except as otherwise provided in this

                Agreement, this Restricted Share 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 shareholder vote.

                   

                    

                  Dividends paid on any share of Restricted Stock will not be paid to the Participant unless and until the performance goals described in Section 4 of this
                      Agreement have been certified by the Committee as having been achieved and such share vests.  Dividends attributable to a share (and earnings thereon, if any) will be paid to the Participant no later than thirty (30) days after the
                      underlying share vests.

                


        

      

      
        
          
            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 a Change in Control, all performance measures attached to this Restricted Stock Award will be deemed satisfied as of the date of the Change
                      in Control.

                


        

      

      

      

      
        
          	

                	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.

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

      10.1 This Restricted Stock Award will vest as follows:

      

        
          	
                  (a)

                	
                  Death.  In the event of
                      the Participant’s Termination of Service due to death, all Restricted Stock granted hereunder will vest as of the date of death.

                   

                    

                


        

        
          	
                  (b)

                	
                  Disability.  In the
                      event of the Participant’s Termination of Service due to Disability, all Restricted Stock granted hereunder will vest as of the date of Disability.

                   

                    

                


        

        
          	
                  (c)

                	
                  Retirement.  [TBD]

                


        

      

       

        

      
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                (d)

              	
                Termination for Cause.  If the Participant’s Service has been terminated for Cause, any Restricted Stock granted hereunder that has not vested as of the date of Termination of Service will be forfeited and cancelled.


                 

                  

              


      

      
        	
                (e)

              	
                Other
                      Termination.  If a Participant terminates Service for any reason other than due to death, Disability, Retirement, or
                    following a Change in Control or for Cause, any Restricted Stock granted hereunder that has not vested as of
                      the date of Termination of Service will be forfeited and cancelled.

              


      

      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.

                


        

      

      
        
          	

                	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.

                


        

      

       

        

      

      
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        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.

         

          

        ________________________________________

          

        

        

         

        

        

        

      

      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.

      PARTICIPANT

       

        

      __________________________________________

        

      

      

       

      

    

  

  

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