Exhibit 10.13


 


BAYCOM CORP


 


AMENDED AND RESTATED 2017 OMNIBUS EQUITY
INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


[Time-based Vesting]


 


Date of Grant: _____________ __, 2018


 


Participant: ______________________


 


This award of restricted
stock units (“RSUs”) is granted as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”),
to the above-named Participant pursuant to the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (as the same
may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set
forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and
either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement
shall have the meanings ascribed to them in the Plan.


 


1.       RSU
Award. The Company hereby awards to the Participant ________ RSUs, with each RSU representing the right to receive one share
of common stock, par value $0.01 per share (“Common Stock”), of the Company.


 


2.       Restrictions
on Transfer; Vesting. Until the RSUs become vested as provided in this Section 2 or in Sections 3 or 4 of this Agreement, the
RSUs and the underlying shares of Common Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated
by the Participant, except by will or the laws of descent and distribution in the event of the death of the Participant. The lapsing
of the restrictions described above is sometimes referred to in this Agreement as “vesting.”


 


Subject to Sections
3 and 4 of this Agreement, the restrictions described above shall lapse, and the RSUs will vest, pursuant to the following schedule:


 


	Date	 	Number
    of RSUs
	 	 	 
	[Insert vesting schedule]


 


When vested, each RSU
will entitle the Participant to receive one share of Common Stock, together with any cash payable pursuant to the dividend equivalent
rights described in Section 5 below.


 




     


     


    

 


3.       Termination
of Service. If the Participant’s employment or service with the Company or United Business Bank is terminated due to
(a) death, (b) permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended, or any successor provision thereto), (c) involuntary termination for other than Cause or (d) a resignation for good reason
under an employment, severance or other agreement applicable to the Participant upon or after a Change of Control (each a “Qualifying
Termination”) prior to the vesting of the RSUs, then all unvested RSUs and related dividend equivalent rights shall vest
in full on the date of such Qualifying Termination. If the Participant’s employment or service is terminated for any reason
that does not constitute a Qualifying Termination, then the unvested RSUs and related dividend equivalent rights shall be forfeited;
provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment or service other
than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it
deems proper.


 


4.       Effect
of Change of Control. A Change of Control shall not, by itself, result in acceleration of vesting of the RSUs, except as provided
in this Section 4.


 


Upon a Change of Control
prior to the final scheduled vesting date set forth in Section 2 above, except to the extent that another award meeting the requirements
of this Section 4 (a “Replacement Award”) is provided to the Participant to replace this award (the “Replaced
Award”), the RSUs shall vest in full on the effective date of such Change of Control.


 


An award shall meet
the conditions of this Section 4 (and thereby qualify as a Replacement Award) if the following conditions are met:


 


(a)     The
award has a value at least equal to the value of the Replaced Award;


 


(b)     The
award relates to publicly traded equity securities of the Company or its successor following the Change of Control or another entity
that is affiliated with the Company or its successor following the Change of Control; and


 


(c)     The
other terms and conditions of the award are not less favorable to the Participant than the terms and conditions of the Replaced
Award (including the provisions that would apply in the event of a subsequent Change of Control and the provisions of Section 3
relating to vesting in the event of a Qualifying Termination).


 


Without limiting the
generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of
the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made
by the Committee, as constituted immediately before the Change of Control, in its sole discretion.


 


5.       Participant’s
Rights; Dividend Equivalent Rights. The Participant shall have no voting rights with respect to the shares of Common Stock
underlying the RSUs unless and until such shares of Common Stock are issued to the Participant in payment of the RSUs. The Participant
shall be entitled to receive an amount equal to any cash dividends that would have been paid on the shares of Common Stock underlying
the RSUs (had such shares been issued and outstanding) between the Date of Grant and the date such vested RSU is paid (“Dividend
Equivalent Right”), which amount shall be paid in cash at the time the RSUs are paid under Section 6, or shall be forfeited
at the time the RSUs are forfeited.


 




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6,       Payment of
Award. Each RSU that has vested (“Vested RSU”) shall be paid in the form of a share of Common Stock as of the earliest
vesting date set forth in Sections 2, 3 or 4 above (“Vesting Date.  Such payment shall be effective as of the applicable
Vesting Date.  The Company shall issue stock certificates or evidence of the issuance of the shares underlying the Vested
RSUs in book-entry form, in the name of the Participant, reflecting the number of shares underlying the Vested RSUs. In the event
Sections 11.3 and 11.4 of the Plan are applicable upon the vesting of the RSUs, the Company may impose an additional restriction
on the shares underlying the Vested RSUs to reflect such provisions. In addition, the Participant shall be entitled to receive
a lump sum cash payment equal to the Dividend Equivalent Rights with respect to any Vested RSUs at the same time as the payment
of shares underlying the Vested RSUs.  


 


7.       Adjustments
for Changes in Capitalization of the Company. In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split up, share combination or other change in the corporate structure of the Company
affecting the shares of the Company’s Common Stock, such adjustment shall be made in the number and class of shares underlying
the RSUs subject to this Agreement, as shall be determined to be appropriate and equitable by the Committee to prevent dilution
or enlargement of rights, provided that the number of shares underlying the RSUs covered by this Agreement shall always be a whole
number.


 


8.       Delivery
and Registration of Shares of Common Stock. The Company’s obligation to deliver shares of Common Stock hereunder shall,
if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant
or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable
to comply with the provisions of the Securities Act of 1933, as amended, or any other federal, state or local securities regulation.
Unless the foregoing representation is provided, the Company shall not be required to deliver any shares of Common Stock under
the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the
shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such
shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable. The foregoing
representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity
of such representation under the Securities Act of 1933 or other securities regulation.


 


9.       Participant
Employment or Service. Nothing in this Agreement shall limit the right of the Company or any subsidiary to terminate the Participant’s
employment or service, or otherwise impose upon the Company or any subsidiary any obligation to employ or accept the services of
the Participant.


 


10.     Withholding
Tax. Upon the vesting of the RSUs, the Company may withhold from any distribution of shares of Common Stock made under the
Plan such number of shares that have a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes
required by law to be withheld. The Company shall have the right to deduct from all dividends paid with respect to Vested RSUs
the amount of any taxes which the Company is required to withhold (including with respect to the shares of Common Stock underlying
the Vested RSUs) at the time such dividends are paid to the Participant pursuant to Section 5 of this Agreement.


 




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11.     Regulatory,
Recoupment and Holding Period Requirements. The Participant acknowledges and agrees that this award and the Participant’s
receipt of any shares of Common Stock or dividends hereunder is subject to (a) such reduction, cancellation, forfeiture or recoupment
(clawback), delayed payment or holding period requirements as the Committee shall impose, in its absolute discretion, upon the
occurrence of any of the following events: (i) termination of employment or service for Cause, (ii) fraudulent or illegal
actions or other misconduct, (iii) violation of any Company and/or subsidiary code of ethics, conflict of interest, insider
trading or similar policy or code of conduct applicable to the Participant, (iv)  the breach of any non-competition, non-solicitation,
confidentiality or other restrictive covenant that may apply to the Participant, (v) other conduct by the Participant that
is detrimental to the business or reputation of the Company and/or its subsidiaries or (vi) requirements of applicable laws,
rules or regulations, and (b) any policies which the Company has adopted or may adopt in furtherance of any regulatory requirements
(including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.


 


12.     Conformity
with Plan. The grant of RSUs is intended to conform in all respects with, and is subject to all applicable provisions of, the
Plan (which is incorporated herein by reference), including Sections 11.3 and 11.4 of the Plan to the extent applicable. Any inconsistencies
between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the
enclosed copy of this Agreement, the Participant acknowledges his or her receipt of this Agreement and the Plan and agrees to be
bound by all of the terms of this Agreement and the Plan.


 


13.     Electronic
Signature. All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company
has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including
this Agreement. The Participant’s electronic signature, including, without limitation, “click-through” acceptance
of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and
effect as, the Participant’s manual signature. Any such procedures and delivery may be effected by a third party engaged
by the Company to provide administrative services relating to this Agreement.


 


14.     Section
409A. The RSUs are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, based upon the
short-term deferral exemption set forth therein.  Notwithstanding anything herein to the contrary, this Agreement shall
be interpreted, operated and administered in a manner consistent with this intention.


 


15.     Entire
Agreement. This Agreement and the terms of the Plan constitute the entire understanding between the Participant and the Company,
and supersede all other agreements, whether written or oral, with respect to this award of RSUs.


 




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16.     Participant
Acceptance. The Participant shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the
space provided on the signature page and returning a signed copy of this Agreement to the Company. To the extent the terms of
any employment, severance or other agreement to which the Participant is a party with the Company or any subsidiary that is then
in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including
the vesting rights contained in Sections 2, 3 and 4, the terms of this Agreement shall control.


 


The undersigned Participant:


 


(a)     Acknowledges
that BayCom Corp is not providing the Participant with advice, warranties or representations regarding any of the legal or tax
effects to the Participant with respect to this Agreement and that the Participant is encouraged to seek legal and tax advice from
the Participant’s own legal and tax advisers as soon as possible;


 


(b)     Acknowledges
that the Participant is familiar with the terms of this Agreement and the Plan, that the Participant has been encouraged by BayCom
Corp to discuss the Agreement and the Plan with the Participant’s own legal and tax advisers, and that the Participant agrees
to be bound by the terms of this Agreement and the Plan;


 


(c)     Acknowledges
receipt of this Agreement and understands that all rights and liabilities with respect to this Agreement are set forth in this
Agreement and the Plan; and


 


(d)     Acknowledges
that as of the date of grant, this Agreement sets forth the entire understanding between the undersigned Participant and the Company
and its affiliates regarding this Agreement and supersedes all prior oral and written agreements on that subject.


 


(Signatures contained on following page)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed effective as of the date first written above.


 


	 	BAYCOM CORP 
	 	 
	 	 
	 	Name: 	Keary Colwell
	 	Title: 	Senior Executive Vice President,
	 	 	Chief Financial Officer and
	 	 	Corporate Secretary
	 	 
	 	ACCEPTED BY PARTICIPANT: 
	 	  
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Street Address)
	 	 
	 	 
	 	(City, State, and Zip Code) 


 




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DESIGNATION OF BENEFICIARIES


 


Date: ______________


 


Participant: ____________________


 


The Participant designates the following
beneficiary or beneficiaries to exercise the rights pursuant to a Restricted Stock Unit Agreement dated ___________________, to
receive any shares of Common Stock, cash or other property distributable upon the death of the Participant with respect to the
RSUs granted pursuant to such Agreement.


 





	Name	 	Relationship	 	Contact Information	 	Percentage
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


The Participant designates the foregoing
individuals as beneficiaries to the RSUs under the Restricted Stock Unit Agreement dated __________________ and attached hereto.


 


	 	 
	 	Participant



 



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