Exhibit
      10.1

    


    Form
      of Restricted Stock Award Agreement

    


    THIS
      AGREEMENT, dated as of the __ day of __________, _____, between SHORE
      BANCSHARES, INC., a Maryland corporation (the “Company”), and _______________
      (“Participant”), is made pursuant and subject to the provisions of the Shore
      Bancshares, Inc. 2006 Stock and Incentive Compensation Plan, effective April
      26,
      2006 (the “Plan”). All capitalized terms used but not defined herein shall have
      the meanings given such terms in the Plan.

    


    1. Award
      of Restricted Stock.
      Pursuant to the Plan, the Company, on _____________, ______ (the “Award Date”),
      granted Participant _____ shares of restricted Common Stock (“Restricted
      Stock”), subject to the terms and conditions of the Plan and subject further to
      the terms and conditions set forth herein (the “Award”).

    


    2. Restrictions.
      Except
      as provided in this Agreement, the shares of Restricted Stock are not
      transferable and are subject to a substantial risk of forfeiture.

    


    3. Vesting.
      Participant’s interest in the shares of Restricted Stock shall become
      transferable and non-forfeitable (“Vested”) as follows:

    


    Amount
      of Award Vested   Vesting
      Date

    


    


    Notwithstanding
      the foregoing, any shares of Restricted Stock that have not Vested or been
      forfeited shall become Vested as of the earlier of (i) the date of a Change
      in
      Control or (ii) the date of the Participant’s death.

    


    4. Forfeiture.
      Upon
      the termination of Participant’s employment with the Company or an Affiliate,
      any and all shares of Restricted Stock that have not then become Vested pursuant
      to Section 3 shall lapse and be forfeited and canceled. 

    


    5. Shareholder
      Rights.
      Participant shall have all the rights of a stockholder of the Company with
      respect to the shares of Restricted Stock that are not Vested, including the
      right to receive dividends on and to vote such shares of Restricted Stock;
      provided, however, that (i) Participant may not sell, transfer, pledge,
      exchange, hypothecate or otherwise dispose of any such shares, (ii) the Company
      shall retain custody of the certificates evidencing such shares as provided
      in
      Section 6, and (iii) Participant will deliver a stock power in accordance with
      Section 7.

    


    6. Custody
      of Certificates.
      Custody
      of all stock certificates evidencing the shares of Restricted Stock shall be
      retained by the Company for so long as such shares are not Vested. The Company
      shall place a legend on each certificate evidencing a share of Restricted Stock
      restricting the transfer of such share. As soon as practicable after shares
      of
      Restricted Stock become Vested, the Company shall remove the restrictive legend
      and deliver to Participant one ore more stock certificates evidencing such
      shares.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7. Stock
      Power.
      Upon
      signing this Agreement, Participant shall deliver to the Company a stock power,
      endorsed in blank, with respect to the shares of Restricted Stock granted
      pursuant to this Award. The Company shall use the stock power to cancel any
      shares of Restricted Stock that do not become Vested. The Company shall return
      the stock power to Participant with respect to any shares of Restricted Stock
      that become Vested.

    


    8. Fractional
      Shares.
      Fractional shares shall not be issuable hereunder, and when any provision hereof
      or the Plan may entitle Participant to a fractional share, such fraction shall
      be disregarded.

    


    9. Taxes.
      At the
      time shares of Restricted Stock become Vested, the Company shall have the right
      to retain and withhold from such Vested shares that portion representing the
      amount of taxes required by any governmental agency to be withheld or otherwise
      deducted and paid with respect to such Vested shares, calculated based on the
      Fair Market Value of a share of Common Stock as of the date such shares become
      Vested. Any shares so withheld shall be canceled by the Company. 

    


    10. No
      Right to Continued Employment.
      This
      Agreement does not confer upon Participant any right with respect to continuance
      of employment by the Company, nor shall it interfere in any way with the right
      of the Company to terminate Participant’s employment at any time.

    


    11. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of Maryland, without regard
      to any conflict of laws principles that would apply the law of another
      jurisdiction.

    


    12. Participant
      Bound by Plan.
      Participant acknowledges,
      by executing this Agreement, that (1) this Agreement is subject in all respects
      to the provisions of the Plan, as amended from time to time, the terms of which
      are incorporated herein by reference and made a part hereof, (2) that a copy
      of
      the Plan and all amendments thereto through the date hereof were provided to
      Participant on the date hereof, and (3) he understands and accepts all of the
      terms and conditions of the Plan. 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. 

    


    13. Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties with respect to the
      subject matter hereof. Any and all prior agreements or understandings with
      respect to such matters are hereby superseded.

    


    14. Binding
      Effect.
      Subject
      to the limitations stated above and in the Plan, this Agreement shall be binding
      upon and inure to the benefit of the legatees, distributees, and personal
      representatives of the Participant and the successors of the
      Company.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
      behalf, and the Participant has affixed his signature hereto.

    


    SHORE
      BANCSHARES, INC.

    


    By_______________________________


    


     

    
      _________________________________

      (Printed
        Name)

    

     

    
PARTICIPANT

     

    _____________________________

     

    
      _____________________________

(Printed
      Name)

    


     

    
      _____________________________
Date

    

    


     

     

     

     

    
 

    
      
         

      

      
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