exhibit102formofrestrict






S&T BANCORP, INC.  2021 INCENTIVE PLAN  RESTRICTED STOCK UNIT AWARD AGREEMENT  1. Award of Restricted Stock Units. Pursuant to the S&T Bancorp, Inc. 2021 Incentive Plan  (the “Plan”), S&T Bancorp, Inc. (the “Company”) hereby grants a Restricted Stock Unit Award to  the Grantee (the “Award”). Upon acceptance of this Award, the Grantee shall receive the Share  Amount, as set forth below, from the Company’s Compensation Committee of the Board of  Directors (the “Committee”), subject to the restrictions and conditions set forth in the Plan and this  Restricted Stock Unit Award Agreement (this “Agreement”).  2. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless  he or she shall have accepted this Award.  3. Restrictions and Conditions. Restricted Stock Units granted herein are subject to  restrictions as set forth in the Plan and this Agreement.  4. Vesting of Restricted Stock Units. Except as otherwise provided in this Agreement,  Restricted Stock Units covered by the Award shall become vested upon occurrence of the applicable  Vesting Date shown below.  5. Death, Disability, or Retirement. Notwithstanding anything herein to the contrary, if  Grantee should terminate employment from the Company due to death or disability (as those  terms are defined in the Company’s qualified retirement plan) prior to the Vesting Date, the  Award shall vest on a pro-rata basis as of the date of such event. The prior sentence shall also  apply if the Grantee terminates employment from the Company due to Retirement (Age 62 with  ten years of service) but only with respect to Time Restricted Stock Unit Award. If the Grantee  terminates employment from the Company due to Retirement, any service requirement associated  with the unvested Performance Restricted Stock Unit Award shall be deemed satisfied and the  Performance Restricted Stock Unit Award shall continue to be eligible to vest based on the  satisfaction of the applicable Performance Standards.  6. Forfeiture. Except as otherwise provided in this Agreement, termination for cause or upon  breach of a restrictive covenant shall result in forfeiture of the Award (vested and unvested).  However, if the Grantee should terminate employment from the Company prior to full vesting of  any portion of the Award for any reason other than death or disability, or retirement, participation  will cease as of the effective date of termination, and the Award, to the extent not previously vested,  shall be forfeited. The Committee’s determination of the reason for termination of the Grantee’s  employment shall be conclusive and binding on the Grantee and his or her representatives or  legatees. For purposes of this section, “cause” shall mean, as determined by the Committee: (i)  failure to substantially perform duties as reasonably assigned hereunder (other than by reason of                  





 






disability), after reasonable written demand for substantial performance has been delivered by the  Company specifically identifying the manner in which the Company believes Grantee has not  performed Grantee’s duties, and Grantee has been given a reasonable opportunity (not to exceed  fifteen (15) days) to cure any deficiencies in performance; (ii) willful misconduct that demonstrably  results in material injury to the Company or their affiliates; (iii) fraud, dishonesty or willful breach  of fiduciary duty that is injurious to the Company or their affiliates; (iv) conviction or plea of guilty  or nolo contendere to any felony or crime involving moral turpitude, fraud or dishonesty; (v) willful  violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar  offenses) or cease-and-desist order, court order, judgment or supervisory agreement that  demonstrably results in material injury to the Company or their affiliates; or (vi) a material breach  by Grantee of (A) Grantee’s obligations under this Agreement or (B) any material written policy of  the Company or their affiliates and, if the breach is curable, Grantee shall not have cured such  material breach after reasonable written demand for cure has been delivered by the Company  specifically identifying the material breach, and Grantee has been given a reasonable opportunity  (not to exceed fifteen (15) days) to cure any such material breach (to the extent curable).  7. Settlement of Restricted Stock Units.  (a) The Restricted Stock Units shall be settled by the Company delivering to the  Grantee (or after the Grantee’s death, the Grantee’s beneficiary), on the applicable scheduled  settlement date a number of Shares equal to the number of Restricted Stock Units vested as  of such date, together with any related Dividend Equivalents (as defined below).  (b) For purposes of this Agreement, the “scheduled settlement date” shall be as soon  as administratively feasible following vesting; provided that, the scheduled settlement date  shall be no later than March 15 of the calendar year following the year in which the  underlying Restricted Stock Unit vests.  (c) The delivery of any certificate representing Shares may be postponed by the  Company for such period as may be required for it to comply with any applicable foreign,  federal, state, or provincial securities law, or any national securities exchange listing  requirements, and the Company is not obligated to issue or deliver any Shares if, in the  opinion of counsel for the Company, such issuance or delivery constitutes a violation by the  Grantee or the Company of any provisions of any applicable foreign, federal, state, or  provincial securities law or of any regulations of any governmental authority or any national  securities exchange. For the avoidance of doubt, the grant of the Restricted Stock Units and  the issuance of any Shares pursuant to this Agreement shall be subject to compliance with  all applicable requirements of federal or state law with respect to such securities.  8. Dividend Equivalents. If the Company pays cash or stock dividends on the Common  Stock, an amount equal to (a) the dollar amount of such cash dividend or (ii) the Fair Market Value  of such stock dividend will be credited to a dividend equivalent account on behalf of the Grantee  with respect to the Time Restricted Stock Unit Award. Credits on account of cash dividends will  2          





 






be held uninvested and will not accrue interest. Credits on account of stock dividends will be  deemed to be reinvested in shares of Common Stock. All dividend equivalents will be paid in cash  if and when the corresponding Restricted Stock Units are settled. No dividend equivalents will be  accrued or paid on Performance Restricted Stock Units.  9. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement  shall be subject to and governed by all the terms and conditions of the Plan, including the powers of  the Committee set forth in the Plan. Capitalized terms in this Agreement shall have the meaning  specified in the Plan, unless a different meaning is specified herein. The terms of the Plan shall not  be considered an enlargement of any benefits under this Agreement. In addition, the Award is  subject to any rules and regulations promulgated by the Committee. However, any Award subject  to this Agreement may not in any way be restricted or limited by any Plan amendment or termination  or by change of Committee rules and regulations approved after the Grant Date without the  Grantee’s written consent.  10. Transferability. This Agreement (and the underlying Restricted Stock Units) is personal  to the Grantee, is non-assignable, and is not transferable in any manner, by operation of law or  otherwise, other than (i) by will or the laws of descent and distribution or (ii) pursuant to an order  issued under state domestic relations laws.  11. Shareholder Rights. Neither the Grantee nor any person claiming through the Grantee  shall have any rights as a stockholder with respect to any Restricted Stock Units, unless and until  the Grantee has become the holder of record of the Shares, all conditions with respect to the issuance  of the Shares have been satisfied in full, and the Shares shall have been issued and delivered to the  Grantee.  12. Tax Withholding. Except as otherwise provided in this Agreement, the Grantee shall, not  later than the date as of which the receipt of this Award becomes a taxable event for Federal income  tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment  of any Federal, state, and local taxes required by law to be withheld on account of such taxable  event. Except as otherwise provided in this Agreement, the Company shall have the authority to  cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by  withholding from shares of Common Stock to be issued or released by the transfer agent a number  of Shares with an aggregate Fair Market Value that would satisfy the withholding amount due.  13. Section 409A. The Restricted Stock Units are intended to be exempt from, or compliant  with, Section 409A of the Code and shall be interpreted accordingly.  14. Fractional Shares. Fractional Shares will not be issued.  15. Adjustments. If at any time while the Award is outstanding, the number of outstanding  Shares is changed by reason of reorganization, recapitalization, stock split, or any other event that  affects the number and kind of Restricted Stock Units, the number and kind of Restricted Stock  Units will be adjusted in accordance with the provisions of the Plan.  3           





 






16. Governing Law. This Agreement shall be governed by the laws of the Commonwealth  of Pennsylvania, other than its choice of law provisions.  17. Conflicts. In the event of any conflict between the provisions of the Plan and the  provisions of this Agreement, the provisions of the Plan shall govern.  18. Grantee Bound by Plan. By accepting this Agreement, the Grantee hereby acknowledges  receipt of a copy of the prospectus and Plan document and agrees to be bound by all the terms and  provisions thereof.  19. No Obligation to Continue Service. Neither the Company nor any affiliate is obligated  by or as a result of the Plan or this Agreement to continue the Grantee in service and neither the Plan  nor this Agreement shall interfere in any way with the right of the Company or any affiliate to  terminate the service of the Grantee at any time.  20. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal  place of business and shall be mailed or delivered to the Grantee at the address on file with the  Company or, in either case, at such other address as one party may subsequently furnish to the other  party in writing.  21. Force and Effect. The various provisions of this Agreement are severable in their entirety.  Any determination of invalidity or unenforceability of any one provision shall have no effect on the  continuing force and effect of the remaining provisions.  22. Successors. This Agreement shall be binding upon and inure to the benefit of the  successors, assigns, and heirs of the respective parties.  23. Entire Agreement. This Agreement contains the entire understanding of the parties and  shall not be modified or amended except in writing and duly signed by the parties. No waiver by  either party of any default under this Agreement shall be deemed a waiver of any later default.  4                 





 






 Notice of Restricted Stock Units of S & T Bancorp, Inc.   Company Name S & T Bancorp, Inc.  Plan RSU  Participant Id   Participant Name   Participant Address   Grant/Award Type Restricted Stock Units  Share Amount   Grant/Award Date