Exhibit 10.1


 


final
FORM 


of 


SACHEM
CAPITAL CORP. 


2016
Equity COMPENSATION Plan


RESTRICTED STOCK - Notice
of Grant 


 


Sachem Capital Corp. (the “Company”),
a New York corporation and internally managed real estate investment trust, hereby grants to the Grantee set forth below (the “Grantee”)
Restricted Stock (the “Restricted Stock”), pursuant to the terms and conditions of this Notice of Grant (the “Notice”),
the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Award Agreement”), and the Sachem Capital
Corp. 2016 Equity Compensation Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meaning
attributed to such terms in the Award Agreement or, if not defined therein, in the Plan, unless the context requires otherwise. Each share
of Restricted Stock represents one Share, subject to the terms and conditions set forth in the Award Agreement.


 


	Date of Grant:	 
	 
	Name of Grantee:	 
	 
	Number of Shares of Restricted Stock:	 
	 
	Lapse of Restrictions/Vesting:	The Restricted Stock shall vest pursuant to the terms and conditions set
    forth in Section 3 of the Award Agreement.
	 
	Vesting Start Date	 




 


The grant of Restricted Stock shall be subject
to the execution and return of this Notice by the Grantee to the Company within 10 days of the date hereof (including by utilizing an
electronic signature and/or web-based approval and notice process or any other process as may be authorized by the Company). By executing
this Notice, the Grantee acknowledges that his or her agreement to the covenants set forth in Section 6 of the Award Agreement is a material
inducement to the Company in granting this Award to the Grantee.


 


This Notice may be executed by facsimile or electronic
means (including, without limitation, PDF) and in one or more counterparts, each of which shall be considered an original instrument,
but all of which together shall constitute one and the same agreement and shall become binding when one or more counterparts have been
signed by each of the parties hereto and delivered to the other party hereto.


 


[Signature Page Follows]


 






     


     


    

 





IN WITNESS WHEREOF, the parties hereto have executed
this Notice of Grant as of the Date of Grant set forth above.


 


	 	SACHEM CAPITAL CORP.
	 	 
	 	By:	          



	 	Name:	Leslie Bernhard
	 	Title:	Chair, Compensation Committee
	 	 	 
	 	 	 
	 	 	[NAME OF GRANTEE]




 






     


     


    

 





Exhibit A


 


SACHEM CAPITAL CORP.


2016 EQUITY COMPENSATION PLAN


RESTRICTED STOCK UNIT


Award
Agreement


 


THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award
Agreement”) is entered into by and among Sachem capital Corp (the “Company”) and the individual set forth
on the signature page to that certain Notice of Grant (the “Notice”) to which this Award Agreement is attached. The
terms and conditions of the Restricted Stock granted hereby, to the extent not controlled by the terms and conditions contained in the
Plan, shall be as set forth in the Notice and this Award Agreement. Capitalized terms used but not defined herein shall have the meaning
attributed to such terms in the Notice or, if not defined therein, in the Plan, unless the context requires otherwise.


 


		1.	No Right to Continued Employee Status or Consultant Service 



 


Nothing contained in this Award Agreement shall
confer upon the Grantee the right to the continuation of his or her Employee status or to interfere with the right of the Company or any
of its Subsidiaries or other Affiliates to Terminate the Grantee.


 


		2.	Term of Restricted Stock Award 



 


This Award Agreement shall remain in effect until
all the transfer restrictions on the Shares of Restricted Stock have fully lapsed and the underlying Shares of Restricted Stock have vested
or been forfeited by the Grantee as provided in this Award Agreement.


 


		3.	Lapse of Restrictions and Vesting of Restricted Stock.



 


(a) Subject to the remainder of this Section 3,
the Transfer Restrictions on the Shares of Restricted Stock will lapse and the Shares of Restricted Stock granted hereunder will vest
in accordance with the following schedule, subject to the Grantee’s not having Terminated prior to such applicable anniversary,
such that the shares of Restricted Stock shall be fully (100%) vested upon January 1, 2024:


 


	Vesting Percentage	Vesting Date
	33.33%	January 1, 2022
	66.66%	January 1, 2023
	100%	January 1, 2024


 






     


     


    

 





If the Grantee Terminates for any reason, the
portion of the Restricted Stock for with the Transfer Restrictions have not lapsed and has not vested as of such date shall be forfeited
by the Grantee upon such Termination without consideration.


 


(b)       Notwithstanding
the foregoing, the Transfer Restrictions shall lapse and the Shares of Restricted Stock shall vest in respect of one-hundred percent (100%)
upon the Grantee’s Termination by the Company without Cause or by the Grantee’s resignation for Good Reason, in accordance
with the Employment Agreement, dated as of [ ], as amended (the “Employment Agreement”), between the Company and the
Grantee.


 


		4.	Issuance of Shares; Rights as a Stockholder; 



 


The Grantee shall have all rights of a stockholder
with respect to the Shares of Restricted Stock as of the issuance of the Shares on the Grant Date and the entry of the Grantee’s
name as a shareholder of record on the books of the Company, including the right to vote in respect of such Shares and the right to dividends
issued to holders of such Shares (in each case, irrespective of whether the Shares are considered vested or unvested at the time of such
dividend). Notwithstanding the foregoing, prior to the vesting of the Shares of Restricted Stock pursuant to Section 3, the Grantee shall
not be entitled to transfer, sell, pledge, hypothecate or assign the Shares of Restricted Stock (collectively, the “Transfer
Restrictions”) and the Shares of Restricted Stock will be subject to forfeiture as provided in Section 5.


 


		5.	Termination of Service



 


If the Grantee incurs a Termination for any reason,
whether voluntarily or involuntarily, then the portion of the Shares of Restricted Stock for which the transfer restrictions have not
previously lapsed (except as set forth in Section 3(b)) shall terminate and be forfeited as of the date of the Grantee’s Termination.
If the Grantee incurs a Termination for Cause, then all outstanding Shares of Restricted Stock (whether or not vested) shall be forfeited
and terminate immediately without consideration upon the effective date of such Termination for Cause.


 


		6.	Prohibited Activities



 


(a)               Right
to Terminate Restricted Stock and Recovery. The Grantee understands and agrees that the Company has granted the Restricted Stock
to the Grantee to reward the Grantee for the Grantee’s future efforts and loyalty to the Company and its Affiliates by giving
the Grantee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) the Grantee
materially violates the Grantee’s obligations relating to the non-disclosure or non-use of confidential or proprietary
information under any Restrictive Agreement to which the Grantee is a party, or (b) the Grantee materially breaches or violates the
Grantee’s obligations relating to non-disparagement under any Restrictive Agreement to which the Grantee is a party, or (c)
the Grantee engages in any activity prohibited by Section 6 of this Award Agreement, or (d) the Grantee materially breaches or
violates any non-solicitation obligations under any Restrictive Agreement to which the Grantee is a party, or (e) the Grantee
breaches or violates any non-competition obligations under any Restrictive Agreement to which the Grantee is a party, or
(f) the Grantee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights
and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice, to terminate the
Restricted Stock (including the vested portion of the Shares of Restricted Stock) without consideration, and such Shares will be
terminated and of no further force and effect. “Restrictive Agreement” shall mean any agreement between the
Company or any Subsidiary and the Grantee that contains non-competition, non-solicitation, non-hire, non-disparagement, or
confidentiality restrictions applicable to the Grantee, including, but not limited to, the Employment Agreement.


 






     


     


    

 


(b)              
Other Remedies. The Grantee specifically acknowledges and agrees that its remedies under this Section 6 shall not prevent
the Company or any Subsidiary from seeking injunctive or other equitable relief in connection with the Grantee’s breach of any Restrictive
Agreement. In the event that the provisions of this Section 6 should ever be deemed to exceed the limitation provided by applicable law,
then the Grantee and the Company agree that such provisions shall be reformed to set forth the maximum limitations permitted.


 


		7.	Taxation Upon Vesting of the Restricted Stock; Tax Withholding; Parachute Tax Provisions



 


The Grantee understands that the Grantee will
recognize income, for Federal, state and local income tax purposes, as applicable, in respect of the vesting of those Shares of Restricted
Stock vesting on each applicable vesting date. By acceptance of this grant of Restricted Stock, the Grantee agrees to report the relevant
income in accordance with then applicable law and to cooperate with Company and its subsidiaries in establishing the amount of such income
and corresponding deduction to the Company and/or its subsidiaries for its income tax purposes.


 


The Grantee is responsible for all tax obligations
that arise as a result of the vesting of the Restricted Stock. The Company may withhold from any amount payable to the Grantee an amount
sufficient to cover any Federal, state or local withholding taxes which may become required with respect to such vesting or take any other
action it deems necessary to satisfy any income or other tax withholding requirements as a result of the vesting of the Restricted Stock.
The Company shall have the right to require the payment of any such taxes and require that the Grantee, or the Grantee’s beneficiary,
to furnish information deemed necessary by the Company to meet any tax reporting obligation pursuant to vesting of Shares of Restricted
Stock. The Grantee may pay his or her withholding tax obligation in connection with the vesting of Shares of Restricted Stock, by making
a cash payment to the Company. In addition, the Committee, in its sole discretion, may allow the Grantee, to pay his or her withholding
tax obligation in connection with the vesting of the Restricted Stock, by (x) surrendering Shares pursuant to the grant of Restricted
Stock or (z) surrendering other Shares that have been held by the Grantee for at least six (6) months (or such lesser period as may be
permitted by the Committee) prior to the vesting of the Restricted Stock, in each case having an aggregate Fair Market Value equal to
the withholding taxes.


 






     


     


    

 


In connection with the grant of the Restricted
Stock, the parties wish to memorialize their agreement regarding the treatment of any potential golden parachute payments as set forth
in Exhibit A attached hereto.


 





		8.	Securities Laws 



 


(a)       Upon
the acquisition of the Shares pursuant to this Restricted Stock Award Agreement, the Grantee will make such written representations, warranties,
and agreements as the Committee may reasonably request to comply with securities laws or with this Award Agreement. Grantee hereby agrees
not to offer, sell or otherwise attempt to dispose of any Shares issued to the Grantee pursuant to this Restricted Stock award in any
way which would: (x) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar
filing under state law or the laws of any other county) or to amend or supplement any such filing or (y) violate or cause the Company
to violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, or any other Federal, state or local law, or the laws of any other country. The Company reserves the right to place restrictions
on any Shares the Grantee receives as pursuant to this grant of Restricted Stock.


 


(b)       Notwithstanding
anything to the contrary herein, in the event that (i) the Grantee is subject to the Company’s insider trading policy, including
any policy permitting officers and directors to sell Shares only during certain “window” periods, in effect from time to time
(collectively, the “Policy”) or the Grantee is otherwise prohibited from selling Shares in the public market and any
Shares of Restricted Stock for which the Transfer Restrictions are scheduled to lapse and Shares scheduled to vest (the “Original
Vesting Date”) that (A) does not occur during an open “window period” applicable to the Grantee or on a day on which
the Grantee is permitted to sell Shares underlying any portion of the Restricted Stock that has vested pursuant to a written plan that
meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, as applicable,
or (B) does not occur on a date when the Grantee is otherwise permitted to sell Shares on the open market, and (ii) the Company elects
not to satisfy the Grantee’s tax withholding obligations by the Grantee surrendering Shares to the Company, then such restrictions
shall not lapse and such Shares shall not vest on such Original Vesting Date and shall instead be deemed to be vested, as applicable,
on (x) the first business day of the next occurring open “window period” applicable to the Grantee pursuant to the Policy,
or (y) the next business day on which the Grantee is not otherwise prohibited from selling Shares in the open market, but in no event
later than March 31st of year following the year in which applicable portion of the Shares of Restricted Stock vests.


 


		9.	Modification, Amendment, and Termination of Restricted Stock 



 


This Award Agreement may not be modified, amended,
terminated and no provision hereof may be waived in whole or in part except by a written agreement signed by the Company and the Grantee
and no modification shall, without the consent of the Grantee, alter to the Grantee’s material detriment or materially impair any
rights of the Grantee under this Award Agreement except to the extent permitted under the Plan.


 






     


     


    

 





		10.	Notices 



 


Unless otherwise provided herein, any notices
or other communication given or made pursuant to the Notice, this Award Agreement or the Plan shall be in writing and shall be deemed
to have been duly given (i) as of the date delivered, if personally delivered (including receipted courier service) or overnight delivery
service, with confirmation of receipt; (ii) on the date the delivering party receives confirmation, if delivered by facsimile to the number
indicated or by email to the address indicated or through an electronic administrative system designated by the Company; (iii) one (1)
business day after being sent by reputable commercial overnight delivery service courier, with confirmation of receipt; or (iv) three
(3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended
recipient as set forth below:


 


		(a)	If to the Company at the address below:



 


Sachem Capital Corp.


698 Main Street


Branford, CT 06405


Attn: Peter Giannotti, Esq


Phone: 203-433-4736


Email: pgg@sachemcapitalcortp.com


 


With a copy to:


 


Kurzman Eisenberg Corbin & Lever, LLP


One N. Broadway, 12th Floor


White Plains, NY 10601


Attention: Joel J. Goldschmidt, Esq.


Phone: 914-286-6362


Email: jgoldschmidt@kelaw.com


 


(b)          If to the Grantee, at the most recent address, facsimile number or email contained in the Company’s records.


 


		11.	Award Agreement Subject to Plan and Applicable Law 



 


This Award Agreement is made pursuant to the Plan
and shall be interpreted to comply therewith. A copy of the Plan is attached hereto. Any provision of this Award Agreement inconsistent
with the Plan shall be considered void and replaced with the applicable provision of the Plan. The Plan shall control in the event there
shall be any conflict between the Plan, the Notice, and this Award Agreement, and it shall control as to any matters not contained in
this Award Agreement. The Committee shall have authority to make constructions of this Award Agreement, and to correct any defect or supply
any omission or reconcile any inconsistency in this Award Agreement, and to prescribe rules and regulations relating to the administration
of this Award and other Awards granted under the Plan.


 






     


     


    

 





This Award Agreement shall be governed by the
laws of the State of New York without regard to the conflicts of law principles thereof, and subject to the exclusive jurisdiction of
the courts therein. The Grantee hereby consents to personal jurisdiction in any action brought in any court, federal or state, within
the State of New York having subject matter jurisdiction in the matter.


 


		12.	Section 409A



 


The Restricted Stock is intended to be exempt
from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, to the maximum extent
permitted, this Award Agreement shall be interpreted to be exempt from Section 409A of the Code or, if not exempt, in compliance therewith.
Nothing contained herein shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the
Code. The Company shall have no obligation to take any action to prevent the assessment of any additional income tax, interest or penalties
under Section 409A of the Code on any Person and the Company, its Subsidiaries and Affiliates, and each of their respective employees
and representatives, shall have no liability to the Grantee with respect thereto.


 


		13.	Headings and Capitalized Terms 



 


Unless otherwise provided herein, capitalized
terms used herein that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan. Headings are for
convenience only and are not deemed to be part of this Award Agreement. Unless otherwise indicated, any reference to a Section herein
is a reference to a Section of this Award Agreement.


 


		14.	Severability and Reformation 



 


If any provision of this Award Agreement shall
be determined by a court of law of competent jurisdiction to be unenforceable for any reason, such unenforceability shall not affect the
enforceability of any of the remaining provisions hereof; and this Award Agreement, to the fullest extent lawful, shall be reformed and
construed as if such unenforceable provision, or part thereof, had never been contained herein, and such provision or part thereof shall
be reformed or construed so that it would be enforceable to the maximum extent legally possible.


 


		15.	Binding Effect 



 


This Award Agreement shall be binding upon the
parties hereto, together with their personal executors, administrator, successors, personal representatives, heirs and permitted assigns.


 


		16.	Entire Agreement 



 


This Award Agreement, together with the Plan,
supersedes all prior written and oral agreements and understandings among the parties as to its subject matter and constitutes the entire
agreement of the parties with respect to the subject matter hereof. If there is any conflict between the Notice, this Award Agreement
and the Plan, then the applicable terms of the Plan shall govern.


 






     


     


    

 





		17.	Waiver 



 


Waiver by any party of any breach of this Award
Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right whether or not of
the same or a similar nature. The failure of any party to take action by reason of such breach or to exercise any such right shall not
deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.


 






     


     


    

 





Exhibit A


 


PARACHUTE TAX PROVISIONS


 


This Exhibit A sets forth the terms and
provisions applicable to the Grantee pursuant to the provisions of Section 7 of the Award Agreement. This Exhibit A shall be subject
in all respects to the terms and conditions of the Award Agreement.


 


(a)       To
the extent that the Grantee, would otherwise be eligible to receive a payment or benefit pursuant to the terms of this Award Agreement,
any employment or other agreement with the Company or any Subsidiary or otherwise in connection with, or arising out of, the Grantee’s
employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (any
such payment or benefit, a “Parachute Payment”), that a nationally recognized United States public accounting firm
selected by the Company (the “Accountants”) determines, but for this sentence would be subject to excise tax imposed
by Section 4999 of the Code (the “Excise Tax”), subject to clause (c) below, then the Company shall pay to the Grantee
whichever of the following two alternative forms of payment would result in the Grantee’s receipt, on an after-tax basis, of the
greater amount of the Parachute Payment notwithstanding that all or some portion of the Parachute Payment may be subject to the Excise
Tax: (1) payment in full of the entire amount of the Parachute Payment (a “Full Payment”), or (2) payment of only a
part of the Parachute Payment so that the Grantee receives the largest payment possible without the imposition of the Excise Tax (a “Reduced
Payment”).


 


(b)       If
a reduction in the Parachute Payment is necessary pursuant to clause (a), then the reduction shall occur in the following order: (1) cancellation
of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity;
(2) reduction of cash payments (with such reduction being applied to the payments in the reverse order in which they would otherwise be
made, that is, later payments shall be reduced before earlier payments); and (3) cancellation of acceleration of vesting of equity awards
not covered under (1) above; provided, however, that in the event that acceleration of vesting of equity awards is to be
cancelled, acceleration of vesting of full value awards shall be cancelled before acceleration of options and stock appreciation rights
and within each class such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such equity awards,
that is, later equity awards shall be canceled before earlier equity awards; and provided, further, that to the extent permitted
by Code Section 409A and Sections 280G and 4999 of the Code, if a different reduction procedure would be permitted without violating Code
Section 409A or losing the benefit of the reduction under Sections 280G and 4999 of the Code, the Grantee may designate a different order
of reduction.


 


(c)       For
purposes of determining whether any of the Parachute Payments (collectively the “Total Payments”) will be subject
to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments”
within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base
amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to
the extent that, in the opinion of the Accountants, such Total Payments (in whole or in part): (1) do not constitute
 “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury
Regulation Section 1.280G-1, Q&A 33, (2) represent reasonable compensation for services actually rendered within the meaning of
Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and
(ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with
the principles of Section 280G of the Code.


 






     


     


    

 


(d)        All
determinations hereunder shall be made by the Accountants, which determinations shall be final and binding upon the Company and the Grantee.


 


(e)        The
federal tax returns filed by the Grantee (and any filing made by a consolidated tax group which includes the Company) shall be prepared
and filed on a basis consistent with the determination of the Accountants with respect to the Excise Tax payable by the Grantee. The Grantee
shall make proper payment of the amount of any Excise Tax, and at the request of the Company, provide to the Company true and correct
copies (with any amendments) of his or her federal income tax return as filed with the Internal Revenue Service, and such other documents
reasonably requested by the Company, evidencing such payment (provided that the Grantee may delete information unrelated to the
Parachute Payment or Excise Tax and provided, further that the Company at all times shall treat such returns as confidential
and use such return only for purpose contemplated by this paragraph).


 


(f)        In
the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Grantee
shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially
adversely affect the Grantee but the Grantee shall control any other issues. In the event that the issues are interrelated, the Grantee
and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue. In the event of any conference with
any taxing authority as to the Excise Tax or associated income taxes, the Grantee shall permit the representative of the Company to accompany
the Grantee, and the Grantee and his representative shall cooperate with the Company and its representative.


 


(g)       The
Company shall be responsible for all charges of the Accountants.


 


(h)       The
Company and the Grantee shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications,
with any taxing authority regarding the Excise Tax covered by this Exhibit A.


 


(i)        Nothing
in this Exhibit A is intended to violate the Sarbanes-Oxley Act of 2002 and to the extent that any advance or repayment obligation
hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Grantee and the repayment
obligation null and void.


 






     


     


    

 


(j)        Notwithstanding
the foregoing, any payment or reimbursement made pursuant to this Exhibit A shall be paid to the Grantee promptly and in no
event later than the end of the calendar year next following the calendar year in which the related tax is paid by the Grantee or
where no taxes are required to be remitted, the end of the Grantee’s calendar year following the Grantee’s calendar year
in which the audit is completed or there is a final and non-appealable settlement or other resolution of the litigation.


 


(k)       The
provisions of this Exhibit A shall survive the termination of the Grantee’s employment with the Company for any reason and
the termination of the Award Agreement.