**Exhibit 10.1**

**PORTER BANCORP, INC.**

**RESTRICTED STOCK AWARDAGREEMENT**

Porter Bancorp, Inc. (“Porter”) grants as of                     (the “Grant Date”) to                     (the “Employee” or “you”) the number of shares set forth below, of the common stock of Porter underthe Porter Bancorp, Inc. 2006 Stock Incentive Plan (the “Plan”). A copy of the Plan is attached, and any capitalized terms used but not defined in this Agreement shall have the meaning given them in the Plan. 

**GRANTOF AWARD.**Subject to the terms and conditions of this Agreement and the Plan, Porter hereby grants to you aRestricted Stock Award in the amount of              shares of common stock (the “Shares”). These Shares will be issued to you after you sign this Agreement, but aresubject to forfeiture if you terminate employment with Porter. 

**RESTRICTION PERIOD.**The Restricted Stock vests at therate of 20% on each one-year anniversary of the Grant Date stated above, provided you are still employed by Porter or PBI Bank, Porter’s subsidiary, at the vesting date. However, your Restricted Stock will become 100% vested if there is aChange in Control of Porter as defined in the Plan. 

**TAXATIONOF AWARD**. Your RestrictedStock will be taxable when it vests, at the value on the vesting date. See the attachment to this Agreement explaining your option to include the value of the shares in income within 30 days of the Grant Date. You may only choose this option if youmake arrangements satisfactory to Porter to pay the required withholding taxes due now if the election is made. Check below if you wish to make this election: 

         I elect to make an 83(b) tax election to include the value of Shares granted to me in income now. 

**TRANSFER RESTRICTIONS.**Until such time as the Shares become vested in accordance with schedule set forth above, the Shares shall not be transferred, pledged or disposed of exceptby will or the laws of descent and distribution, and are subject to forfeiture in accordance with this Agreement and the Plan. Under the Plan, Porter has a right of first refusal to purchase the Shares, and you must offer to sell them to Porterbefore you can sell them to a third party. 

**ACKNOWLEDGMENTS.**By signing below, you acknowledge that you have received a copy of thePlan, and you hereby accept the Shares subject to all the terms and provisions of the Plan. Nothing contained in the Plan or this Agreement shall give you any rights to continued employment by PBI Bank or interfere in any way with the right ofPorter or the bank to terminate your employment or change your compensation at any time. 

 

**Important Information About Section 83(b) Election**

**to Include Value of Restricted Stock Grant in Income at Grant Date:**

As a recipient of a restricted stock grant under the Porter Bancorp, Inc. 2006 Stock Incentive Plan, you may make an election (called an “83(b) election”) to recognize compensation income when the stock isgranted, even though the stock is then subject to a risk of forfeiture (vesting). Making an 83(b) election causes current taxation of the fair market value of the stock granted, and withholding taxes are immediately due. If you make an 83(b)election, you must make arrangements satisfactory to Porter to pay those withholding taxes now. 

By making an 83(b) election, any laterappreciation in the stock will be taxed as capital gain income, and your holding period for capital gain purposes will begin on the date of taxation. An 83(b) election must be made, if at all, within 30 days after the transfer of the stock toyou**.

The downside of making an 83(b) election is that the election is irrevocable. Also, if you forfeit the stock, you will notreceive any deduction for the amount previously included in income. 

To the extent an 83(b) election is not made, Porter will betreated as the owner of the stock that continues to be subject to restriction for tax purposes, so any dividends will be treated as compensation paid to you by Porter, and will therefore be subject to withholding and FICA and Medicare taxes.

 

-2- 

**ELECTION TO INCLUDE VALUE**

**OF RESTRICTED STOCK AWARD IN GROSS INCOME**

**PURSUANT TO SECTION 83(b) OF THEINTERNAL REVENUE CODE**

                                         [insert date] 

The undersigned hereby elects, under IRC Section 83(b) to include in gross income, as compensation forservices, the excess of the fair market value at the time of transfer of the property described below over the amount paid for such property. 

The following information is supplied in accordance with Treasury Regulation §1.83-2(e): 

1. The name, address and socialsecurity number of the undersigned: 

 
**Name:** 
 
**Address:** 
 

 

 
**SSN:**  
 

2. The property with respect to which the election is being made is non-voting common stock ofPorter Bancorp, Inc. 

3. The property was transferred on                                        [insert date]. The taxable year for which election is made is calendar year 20        . 

4.The nature of the restrictions or risks of forfeiture to which the property is subject is that if the undersigned ceases to be employed by Porter Bancorp or its subsidiary, the unvested portion of the undersigned’s restricted stock will beforfeited. The undersigned vests in the property at the rate of 10% on each anniversary of the grant date or upon a change in control as defined in the Stock Incentive Plan. 

5. The fair market value of property at the time of transfer (determined without regard to any lapse restriction) was$            . 

6. The taxpayer received the property solely for theperformance of services. 

7. Copies of this statement have been have been furnished, as required by Reg 1.83-2(d), to Porter Bancorp, Inc.and its subsidiary for which the services were performed. 
  
**Instructions for Filing**: File this statement within 30 days from the Grant Date with IRS atthe address you will use to file your 1040 for the tax year involved as stated in item 3 above, AND file it with your tax return for that year. 

 

-3-