EXHIBIT 10.2

  

  

  

  

  

  
    RESTRICTED STOCK AWARD AGREEMENT

    

    

    Granted by

    

    

    RHINEBECK BANCORP, INC.

    

    

    under the

    

    

    RHINEBECK BANCORP, INC.

    2020 EQUITY INCENTIVE PLAN

    

    

    This restricted stock award agreement (“Restricted Stock Award” or “Agreement”)
      is and will be subject in every respect to the provisions of the 2020 Equity Incentive Plan (the “Plan”) of Rhinebeck Bancorp, Inc. (the “Company”) which are incorporated
      herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted
      Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the
      Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives,
      successors and permitted assigns.  Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of
      1986, as amended from time to time (the “Code”).  Capitalized terms used herein but not defined will have the same meaning as in the Plan.  Any reference to the “Bank” herein shall refer to Rhinebeck Bank and
      any reference to “Employer” shall mean either or both the Company and the Bank.

    1.   Name of Participant: ___________________________________ 

  

        
    2.   Date of Grant: _____________________________________ 

        

     
    3. Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this
        Option: ______

      
      
        (subject to adjustment pursuant to Section 10 hereof).

      

    

    
      
        	
                4.

              	
                Vesting Schedule.  Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in
                  accordance with the vesting schedule specified herein.

              


      

      The Restricted Stock granted under this Agreement shall vest in ___ (__) equal annual installments, with the first installment vesting on the first
        anniversary of the date of grant, or __________, 20__, and succeeding installments on each anniversary thereafter, through _________, 20__, subject to accelerated vesting under Section 8 and 10 of this Agreement.  To the extent the Restricted Stock
        awarded are not equally divisible by “___,” any excess Restricted Stock shall vest on _________, 20__.

      
        
          


      

      

    

    

      	5.	
              
                Grant of Restricted Stock Award.

              

            


    

    The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and
      held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant.  Notwithstanding the
      foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards.

    If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock.  The
      Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

    	6.	
            Terms and Conditions.

          


    	

          	6.1	
            The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.

          


    	

          	6.2	
            Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant within thirty (30) days after the Restricted
              Stock vests.  If the Restricted Stock does not vest, the dividends will be forfeited by the Participant.  No dividend will be paid with respect to any Restricted Stock Award subject to performance-based vesting conditions unless and until the
              Participant vests in such Restricted Stock Award.  Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock
              from which said dividends were derived.

          


    
      	7.	
              Delivery of Shares.

            


    

    Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable
      requirements of any securities exchange or similar entity.

    

    

    
      	8.	
              Change in Control

            


    

    	

          	8.1	
            In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.

          


    

    

    	

          	8.2	
            A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.

          


    
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        9.   Adjustment Provisions.

        This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the
          occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.

        10.   Effect of Termination of Service on
              Restricted Stock Award.

        10.1 This Restricted Stock Award will vest as follows:

        
          	
                  (i)

                	
                  Death.  In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all
                    shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.

                   

                  

                


        

        
          	
                  (ii)

                	
                  Disability.  In the event of the Participant’s Termination of Service by
                      reason of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.

                   

                  

                


        

        
          	
                  (iii)

                	
                  Retirement.  In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock that has not
                    vested as of the date of Termination of Service will expire and be forfeited.  The term “Retirement” shall have the meaning set forth in Section 8.1(aa) of the Plan.

                   

                  

                


        

        
          	
                  (iv)

                	
                  Termination for Cause.  If the Participant’s Service has been terminated for Cause, all Restricted Stock
                    granted to a Participant that has not vested will be forfeited.

                   

                  

                


        

        
          	
                  (v)

                	
                  Other Termination.  If a Participant terminates Service for any reason other than due to death,
                    Disability, Involuntary Termination at or following a Change in Control, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will be forfeited.

                   

                  

                


        

        11.   Miscellaneous.

        	

              	11.1	
                No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

                 

                

              


        	

              	11.2	
                This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

                 

                

              


        	

              	11.3	
                Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.

                 

                

              


        	

              	11.4	
                This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of New York.

              


      

    

    

    

    
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              	11.5	
                This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not
                  be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

              


        [Signature page follows]

      

    

    

      

    
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      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.

    

    RHINEBECK BANCORP, INC.

    By: __________________________

    Its:__________________________  

    

    

    PARTICIPANT’S ACCEPTANCE

    
      The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the 2020 Equity Incentive Plan.  The
        undersigned hereby acknowledges receipt of a copy of the Company’s 2020 Equity Incentive Plan.

    

    PARTICIPANT

     

    

     

    

    _____________________________