Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the U.S. Securities and Exchange Commission on September 8, 2023 Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of 
incorporation or organization)

88-1502079
(IRS Employer Identification No.)

419 Broadway, Everett, Massachusetts
(Address of Principal Executive Offices)

02149
(Zip Code)

ECB BANCORP, INC. 2023 EQUITY INCENTIVE PLAN

(Full title of the plan)

Richard J. O’Neil, Jr.

President and Chief Executive Officer

ECB Bancorp, Inc.

419 Broadway

Everett, Massachusetts 02149

(Name and address of agent for service)

(617) 387-1110

(Telephone number, including are code, of agent of service)

Copies to:

Stephen F. Donahoe, Esq.

Suzanne A. Walker, Esq.

Kilpatrick Townsend & Stockton LLP

701 Pennsylvania Avenue NW, Suite 200

Washington, DC 20004

(202) 508-5800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. § 230.462.

ECB BANCORP, INC.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. Plan Information and Registrant Information and Employee Plan Annual Information.

The documents containing the information for the ECB Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1).

Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by ECB Bancorp, Inc. (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:

(a) The Registrant’s Annual Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 30, 2023 (File No. 001-41456).

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023, as filed with the SEC on May 12, 2023 and August 11, 2023, respectively, (File No. 001-41456).

(d) The description of the Registrant’s common stock contained in the Registrant’s Form 8-A12B (File No. 001-41456), as filed with the SEC on July 27, 2022.

(e) The Registrant’s Current Reports on Form 8-K (other than those portions furnished under items 2.02, 7.01 and 9.01 of Form 8-K), as filed with the SEC on April 12, 2023, June 12, 2023, July 19, 2023 and August 10, 2023 (File No. 001-41456).

(f) All documents filed by the Registrant, where applicable, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold (in each case other than those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).

Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Common Stock offered hereby has been passed upon for the Registrant by the firm of Kilpatrick Townsend & Stockton LLP.

Item 6. Indemnification of Directors and Officers.

The Registrant is incorporated under the laws of the State of Maryland. Articles 10 and 11 of the Registrant’s Articles of Incorporation, which are included below, set forth the circumstances under which directors, officers, employees and agents of the Registrant may be insured or indemnified against liability which they incur in their capacities as such. References to the MGCL refer to Maryland General Corporation Law.

ARTICLE 10. Indemnification, etc. of Directors and Officers.

A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by Maryland General Corporation Law (the “MGCL”) now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and permitted by law; provided, however, that, except as provided in Section B of this Article 10 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B. Procedure. If a claim under Section A of this Article 10 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the indemnitee of his good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article 10 or otherwise shall be on the Corporation.

C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 10 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.

D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other

enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.

E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 10 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 10 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 10, in no event shall any payments made by the Corporation pursuant to this Article 10 exceed the amount permissible under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.

Any repeal or modification of this Article 10 shall not in any way diminish any rights to indemnification or advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 10 is in force.

ARTICLE 11. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its stockholders for money damages, except (A) to the extent that it is proved that the Person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received; or (B) to the extent that a judgment or other final adjudication adverse to the Person is entered in a proceeding based on a finding in the proceeding that the Person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by the MGCL, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

Item 7. Exemption from Registration Claimed.

None.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).

List of Exhibits (filed herewith unless otherwise noted):


Exhibit	Description	Location
4.1	Amended and Restated Articles of Incorporation of ECB Bancorp, Inc.	Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement initially filed with the SEC on March 10, 2022 (File No. 333-263449)
4.2	Bylaws of ECB Bancorp, Inc.	Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form S-1 Registration Statement initially filed with the SEC on March 10, 2022 (File No. 333-263449)
4.3	Specimen Stock Certificate of ECB Bancorp, Inc.	Incorporated herein by reference to Exhibit 4 to the Registrant’s Form S-1 Registration Statement initially filed with the SEC on March 10, 2022 (File No. 333-263449)
5.1	Opinion of Kilpatrick Townsend & Stockton LLP as to the legality of the common stock to be issued	Filed herewith
10.1	ECB Bancorp, Inc. 2023 Equity Incentive Plan	Incorporated herein by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A filed with the SEC on July 28, 2023 (File No. 001-41456)
10.2	Form of Time-Based Non-Statutory Stock Option Award Agreement – Non-Employee Directors	Filed herewith
10.3	Form of Time-Based Restricted Stock Award Agreement – Non-Employee Directors	Filed herewith
10.4	Form of Time-Based Restricted Stock Award Agreement – Employees	Filed herewith
10.5	Form of Time-Based Incentive Stock Option Award Agreement - Employees	Filed herewith
10.6	Form of Time-Based Non-Statutory Stock Option Award Agreement – Employee	Filed herewith
23.1	Consent of Kilpatrick Townsend & Stockton LLP	Contained in Exhibit 5.1
23.2	Consent of Baker Newman & Noyes LLC	Filed herewith
24.1	Power of Attorney	Contained on signature page
107	Filing Fee Table	Filed herewith

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the Volume of Securities Offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant.

Pursuant to the requirements of the Securities Act of 1933, ECB Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Everett, Commonwealth of Massachusetts, on September 7, 2023.

ECB BANCORP, INC.

Date: September 7, 2023 By: /s/Richard J. O’Neil, Jr.

Richard J. O’Neil, Jr.

President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Richard J. O’Neil, Jr. as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities (including his or her capacity as a director or officer of the Registrant) to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto Richard J. O’Neil, Jr. full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully, and to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that Richard O’Neil, Jr. may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Name	Title	Date
By: /s/Richard J. O'Neil, Jr. Richard J. O’Neil, Jr.	President and Chief Executive Officer and Director (Principal Executive Officer)	September 7, 2023
By: /s/ John A. Citrano John A. Citrano	Executive Vice President and Chief inancial Officer (Principal Financial Officer)	September 7, 2023

 
By: /s/Brandon Lavertu
Brandon Lavertu

 
Chief Accounting Officer (Principal
Accounting Officer)

 
 
September 7, 2023

 
By: /s/Dennis J. Leonard
Dennis J. Leonard

 
 
Chairman of the Board

 
 
September 7, 2023

 
By: /s/Paul A. Delory
Paul A. Delory

 
 
 Director

 
 
September 7, 2023

 
By: /s/Elizabeth P. Jones
Elizabeth P. Jones

 
 
 Director

 
 
September 7, 2023

 
By: /s/Joseph Sachetta
Joseph Sachetta

 
 
Director

 
September 7, 2023

 
By: /s/Susan Sgroi
Susan Sgroi

 
 
Director

 
 
September 7, 2023

 
By: /s/Marjorie A. White
Marjorie A. White

 
 
Director

 
 
September 7, 2023

Exhibit 5.1

 
Suite 200, 701 Pennsylvania Avenue, NW
Washington, DC 20004
t 202 508 5800  f 202 508 5858

September 8, 2023

 
direct dial 202 508 5818
direct fax 202 585 0074
sdonahoe@kilpatricktownsend.com

Board of Directors

ECB Bancorp, Inc.

419 Broadway

Everett, Massachusetts 02149

Re: ECB Bancorp, Inc. 2023 Equity Incentive Plan

Board Members:

We have been requested by ECB Bancorp, Inc., a Maryland corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement on Form S-8 (the “Registration Statement”) covers 356,609 shares of Company Common Stock that may be issued upon the vesting of restricted stock awards, restricted stock units, performance shares and performance units and 891,524 shares of Company Common Stock that may be issued upon the exercise of stock options under the ECB Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”).

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Maryland law, it is our opinion that, following the effectiveness of the Registration Statement, the shares reserved for issuance under the Plan, when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,

KILPATRICK TOWNSEND & STOCKTON LLP

By: /s/Stephen F. Donahoe

Stephen F. Donahoe, a Partner

Anchorage Atlanta Augusta BEIJING Charlotte CHICAGO DALLAS Denver houston los angeles New York PHOENIX Raleigh

San Diego San Francisco Seattle SHANGHAI Silicon Valley Stockholm Tokyo Walnut Creek Washington Winston-Salem

EXHIBIT 10.2

FORM OF

TIME-BASED NON-STATUTORY STOCK OPTION AWARD AGREEMENT

ECB BANCORP, INC.

2023 EQUITY INCENTIVE PLAN

(NON-EMPLOYEE DIRECTOR)

This Non-Statutory Stock Option (“NSO”) award agreement (“NSO Award” or “Agreement”) is and will be subject in every respect to the provisions of the ECB Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. The holder of this NSO Award (the “Participant”) hereby accepts this NSO 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 Joint Compensation Committee of the Board of Directors of Everett Co-operative Bank (the “Bank”) and ECB Bancorp, Inc. (the “Committee”) or the Board of Directors of ECB Bancorp, Inc. (the “Company”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. A copy of the Plan and related prospectus will be provided to each person granted an NSO Award. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant:

2. Date of Grant:

3. Total number of shares of Common Stock that may be acquired pursuant to this NSO Award:

4. (a) Option Exercise Price:

(b) Expiration Date: __________________, subject to earlier expiration due to Termination of Service.

5. Vesting Schedule. Except as otherwise provided in this Agreement or the Plan, the NSO Award shall vest (i.e., become exercisable) in accordance with the following schedule:


Vesting Date (1)	Number of Options Available for Exercise (2)

(1)

If a Vesting Date falls on a non-business day, the NSO Award will vest on the next business day.

(2)

The number of NSOs available for exercise is cumulative. For example, assume an NSO Award is granted on __________, 2023, subject to five (5) year vesting. For illustration purposes only, assume on ______________, 2025 no vested NSOs have been exercised by the Participant. In that event, the Participant will have two (2) tranches of vested NSOs to exercise.

If the Participant is not in Service with the Bank or the Company on an applicable Vesting Date or does not satisfy the special vesting conditions set forth in Section 11 of this Agreement, the Participant will forfeit all rights to any unvested NSOs subject to this NSO Award as of the Participant’s Termination of Service.

6. Exercise Procedure. The Participant may exercise this NSO Award in whole or in part by delivering to the Company a written notice (the “Notice of Exercise of Option” ) setting forth the number of shares of Common Stock with respect to which the NSO is to be exercised, together with payment by cash or other means acceptable to the Committee.

7. Delivery of Shares of Common Stock. Delivery of shares of Common Stock under this NSO 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. In the event of the Participant’s Involuntary Termination following a Change in Control, all NSOs subject to this Agreement will become fully vested. A “Change in Control” will be deemed to have occurred as described in Section 9.3 of the Plan.

9. Adjustment Provisions. This NSO Award, including the number of shares of Common Stock subject to the NSO Award and the Option Exercise Price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 4.4 of the Plan.

10. Expiration of NSOs. In no event shall the NSOs subject to this Agreement be exercisable after the Expiration Date set forth in Section 4 above.

11. Effect of Termination of Service on NSO Award.

Notwithstanding Sections 5 and 8 above, the following special vesting and exercise rules will apply if the Participant’s Service with the Company and its Affiliates terminates before the Participant has vested in and/or exercised the NSOs subject to this NSO Award:

(a) Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any unvested NSOs subject to this Agreement will vest. All vested NSOs will be exercisable by the Participant’s Beneficiary at any time until the earlier of the Expiration Date set forth in Section 4 above or 12 months from the date of the Participant’s death.

(b) Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested NSOs subject to this Agreement will vest. A Participant’s Disabled status must become effective prior to the date of the Participant’s separation from service from the Company or the Bank in order to be recognized under this Agreement. All vested NSOs are exercisable by the Participant at any time until the earlier of the Expiration Date set forth in Section 4 above or 12 months from the date of Termination of Service under this subparagraph (b).

(c) Separation from Service for Reasons other than Death, Disability or a Change in Control. In the event the Participant terminates service on the Boards of Directors of the Bank and the Company for reasons other than death, Disability or a Change in Control, the Participant’s vested NSOs will remain exercisable for 90 days following the Participant’s separation from service. All unvested NSOs will be forfeited. Notwithstanding the foregoing, if the Participant is terminated for Cause, all vested NSOs that have not been exercised, and all unvested NSOs, will be forfeited as of the date of separation from service.

of the NSOs, (b) the Company shall have issued and delivered the corresponding shares of Common Stock to the Participant, and (c) the Participant is entered as a stockholder of record on the books of the Company with respect to the shares of Common Stock issued upon the NSO exercise.

13. Tax Consequences. All Non-Employee Directors are self-employed and are not subject to mandatory tax-withholding upon exercise of an NSO Award. Income recognized upon the exercise of an NSO will be reported on the Participant’s Form 1099-NEC.

14. Modification or Amendment. This Agreement may not be amended or otherwise modified, except as set forth herein, unless evidenced in writing and signed by the Company and the Participant. Notwithstanding the foregoing, the Committee may amend this Agreement by a writing that specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Participant, provided that no such amendment shall adversely affect in a material way the Participants rights hereunder without the Participant’s written consent (except to the extent the Committee reasonably determines that such amendment or termination is necessary or appropriate to comply with applicable law or the rules or regulations of any stock exchange on which the Common Stock is listed or quoted). Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Participant, the provisions of this NSO Award in any way it may deem necessary or advisable to carry out the purpose of the grant of the NSOs as a result of any change in applicable law or regulation or any future law, regulation, ruling, or judicial decisions.

15. No Continuation of Service. Neither the Plan nor this NSO Award will confer upon the Participant any right to continue as a member of the Board of Directors of the Company or the Bank.

16. Transferability. Except as provided below, this NSO Award is personal to the Participant and during the Participant’s lifetime may only be exercised by the Participant or the Participant’s guardian or legal representative; and may not be sold, pledged, assigned or transferred in any manner, other than in the case of the Participant’s death by the Participant’s beneficiary as determined pursuant to procedures prescribed by the Committee for this purpose or by will or the laws of descent and distribution, and any such purported sale, pledge, assignment or transfer shall be void and of no effect.

17. Beneficiary. Each Participant may name a beneficiary or beneficiaries to whom any vested but unexercised portion of this NSO Award is to be transferred in case of the Participant’s death.

18. Interpretation. The Participant accepts the NSO Award subject to all the terms and provisions and restrictions of this Agreement and the Plan. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement or the Plan.

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

20. Entire Agreement. This Agreement, together with the Plan, represents the entire agreement between the parties and supersedes any and all prior or contemporaneous discussions, understandings, or any agreements of any nature, written or otherwise, relating to the subject matter hereof.

21. Governing Law. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the application of the principles of conflicts of laws.

Notwithstanding anything to the contrary herein, the grant, exercise and vesting of NSOs hereunder are conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 18 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.

22. Execution. This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

23. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

ECB Bancorp, Inc.

419 Broadway

Everett, Massachusetts 02149

Attn: Finance Department

Any notice to be given under the terms of this Agreement to you shall be addressed to you at the address listed in the Company’s records. By a notice given pursuant to this Section 23 either party may designate a different address for notices. Any notice shall be deemed to have been duly given when personally delivered (addressed as specified above) or when enclosed in a properly sealed envelope (addressed as specified above) and deposited, postage prepaid, with the U.S. postal service or an express mail company.

24. Policies and Restrictions. Notwithstanding any other provision of this Agreement to the contrary, any NSOs granted hereunder or any shares of Common Stock issued upon exercise of an NSO, as well as any cash or stock dividends received in connection with shares of Common Stock issued hereunder, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any recoupment/claw back policy maintained by the Company, any trading policy restrictions and/or any hedging/pledging policy restrictions (the “Policies”). In addition, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the Policies and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policies, any similar policy (as applicable to the Participant) or any amendments that may be made from time to time in the future by the Company, in its discretion, without further consent or action being required by the Participant. To the extent that the terms of this Agreement and any of the Policies or any similar policy conflict, then the terms of such policy shall prevail.

25. Code Section 409A. This NSO Award is intended to satisfy the requirements for exemption from the restrictions of Code Section 409A applicable to non-statutory stock options granted with option exercise prices that are not less than Fair Market Value of the underlying securities and that do not otherwise provide for a deferral of compensation, each as described in Treasury Regulations under Code Section 409A. To the extent the NSOs granted hereby do not qualify for such exemption, the NSOs and this Agreement shall be interpreted and operated to comply with the requirements of Code Section 409A.

26. Definition of Cause. For purposes of this NSO Award, unless otherwise determined by the Board of Directors, “Cause” shall mean: (a) the conviction of the Participant for commission of a felony Federal law or the law in the state in which such action occurred, or (b) dishonesty in the course of fulfilling the Participant’s duties as a Director.

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 NSO Award.

ECB BANCORP, INC.

By:

Duly Authorized Officer of the Company

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing NSO Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.

PARTICIPANT

________________________________

Date

EXHIBIT 10.3

FORM OF

TIME-BASED RESTRICTED STOCK AWARD AGREEMENT
ECB BANCORP, INC.
2023 EQUITY INCENTIVE PLAN
(NON-EMPLOYEE DIRECTORS)

This time-based Restricted Stock award agreement (“Restricted Stock Award” or Agreement”) is and will be subject in every respect to the provisions of the ECB Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. 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 Joint Compensation Committee of the Board of Directors of Everett Co-operative Bank (the “Bank”) and ECB Bancorp, Inc. (the “Committee”) or the Board of Directors of ECB Bancorp, Inc. (the “Company”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. A copy of the Plan and related prospectus will be provided to each person granted a Restricted Stock Award. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

Name of Participant:

Date of Grant:

Number of shares of Common Stock subject to this Restricted Stock Award:

Vesting Schedule. Except as otherwise provided in this Agreement or the Plan, this Restricted Stock Award shall vest in accordance with the following schedule:


Vesting Date (1)(2)	Number of Shares of Common Stock Vesting

(1)

If a Vesting Date falls on a non-business day, the Restricted Stock Award will vest on the next business day.

(2)

The Participant must be in Service with the Company or the Bank on each applicable Vesting Date, unless otherwise provided in this Agreement or the Plan.

If the Participant is not in Service with the Bank or the Company on an applicable Vesting Date or does not satisfy the special vesting conditions set forth in Section 9 of this Agreement, the Participant will forfeit all rights to any unvested shares of Common Stock subject to this Restricted Stock Award Agreement as of the Participant’s Termination of Service.

Terms and Conditions.

(a)

Voting. The Participant will have the right to vote the unvested shares of Restricted Stock awarded hereunder on matters which require a stockholder vote.

(b)

Dividends. Any dividends or distributions (cash or stock) declared with respect to shares of Common Stock subject to this Restricted Stock Award will be distributed subject to the same restrictions and the same vesting schedule as the underlying shares of Common Stock on which the dividend was declared. For the avoidance of doubt, in no event will dividends be paid to a Participant on any Restricted Stock Award prior to the date on which the Restricted Stock Award vests.

Delivery of Shares of Common Stock. Delivery of shares of Common 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.

Change in Control. In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock Awards subject to this Agreement will become fully vested. A “Change in Control” will be deemed to have occurred as described in Section 9.3 of the Plan.

Adjustment Provisions. This Restricted Stock Award, including the number of shares of Common Stock subject to this Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 4.4 of the Plan.

Effect of Termination of Service on Restricted Stock Award.

Notwithstanding Sections 4 and 7 above, the following special vesting conditions will apply if the Participant terminates Service with the Company or the Bank before this Restricted Stock Award fully vests:

(a)

Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any unvested shares of Common Stock subject to this Agreement will vest.

(a)

Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested shares of Common Stock subject to this Agreement will vest. A Participant’s Disabled status must become effective prior to the date of the Participant’s separation from service with the Company or the Bank in order to be recognized under this Agreement.

10.

Tax Matters; Section 83(b) Election.

(a)

Payment of Taxes on Restricted Stock Award. A Participant who is a Non-Employee Director shall not be entitled to have taxes withheld on the vesting of the Restricted Stock. The tax consequences to the Participant (including without limitation federal, state and local income tax consequences) with respect to the Restricted Stock (including without limitation the grant,

vesting and/or forfeiture thereof) are the sole responsibility of the Participant. The Participant shall be solely responsible as to whether the Participant consults with his or her own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election, and the Participant’s filing, withholding and payment (or tax liability) obligations.

(b)

Section 83(b) Election. Unless prohibited by the Committee, the Participant may make an election, within thirty (30) days of the Date of Grant, pursuant to Section 83(b) of the Code, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value (as of the Date of Grant) of all or any portion of this Restricted Stock Award.

11.

Modification or Amendment. This Agreement may not be amended or otherwise modified, except as set forth herein, unless evidenced in writing and signed by the Company and the Participant. Notwithstanding the foregoing, the Committee may amend this Agreement by a writing that specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Participant, provided that no such amendment shall adversely affect in a material way the Participant’s rights hereunder without the Participant’s written consent (except to the extent the Committee reasonably determines that such amendment or termination is necessary or appropriate to comply with applicable law or the rules or regulations of any stock exchange on which the Common Stock is listed or quoted). Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Participant, the provisions of this Restricted Stock Award and this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant of the Restricted Stock Award as a result of any change in applicable law or regulation or any future law, regulation, ruling, or judicial decisions.

12.

No Continuation of Service. Neither the Plan nor this Restricted Stock Award will confer upon the Participant any right to continue as a member of the Board of Directors of the Company or the Bank.

13.

Transferability. The Restricted Stock Awards may not be sold, pledged, assigned, or transferred in any manner; other than by will or the laws of descent. Any such purported sale, pledge, assignment, or transfer in violation of this Agreement shall be void and of no effect.

14.

Beneficiary. Each Participant may name a beneficiary or beneficiaries to whom any vested but unpaid portion of this Restricted Award is to be paid in case of the Participant’s death.

15.

Interpretation. The Participant accepts the Restricted Stock Award subject to all the terms and provisions and restrictions of this Agreement and the Plan. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Board of Directors or the Committee upon any questions arising under this Agreement or the Plan.

16.

Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

17.

Entire Agreement. This Agreement, together with the Plan, represents the entire agreement between the parties and supersedes any and all prior or contemporaneous discussions, understandings, or any agreements of any nature, written or otherwise, relating to the subject matter hereof.

18.

Governing Law. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the application of the principles of conflicts of laws. Notwithstanding anything to the contrary herein, the grant and vesting of Restricted Stock Awards hereunder are conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 18 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.

19.

Execution. This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

20.

Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

ECB Bancorp, Inc.
419 Broadway
Everett, Massachusetts 02149
Attn: Finance Department

Any notice to be given under the terms of this Agreement to the Participant shall be addressed to the Participant at the address listed in the records of the Company or the Bank. By a notice given pursuant to this Section 20 either party may designate a different address for notices. Any notice shall be deemed to have been duly given when personally delivered (addressed as specified above) or when enclosed in a properly sealed envelope (addressed as specified above) and deposited, postage prepaid, with the U.S. postal service or an express mail company.

21.

Policies and Restrictions. Notwithstanding any other provision of this Agreement to the contrary, any share of Restricted Stock granted hereunder or any vested shares of Common Stock issued, and/or any amount received with respect to any sale of any vested Shares of Common Stock, as well as any cash or stock dividends received hereunder, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any recoupment/claw back policy maintained by the Company, any trading policy restrictions and/or any hedging/pledging policy restrictions (the “Policies”). In addition, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the Policies and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policies, any similar policy (as applicable to the Participant) or any amendments that may be made from time to time in the future by the Company, in its discretion, without further consent or action being required by the Participant. To the extent that the terms of this Agreement and any of the Policies or any similar policy conflict, then the terms of such policy shall prevail.

22.

Definition of Cause. For purposes of this Restricted Stock Award, unless otherwise determined by the Board of Directors, “Cause” shall mean: (a) the conviction of the Participant for commission of a felony Federal law or the law in the state in which such action occurred, or (b) dishonesty in the course of fulfilling the Participant’s duties as a Director.

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.

ECB BANCORP, INC.

By:

Duly Authorized Officer of the Company

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 Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.

PARTICIPANT

________________________________

Date

EXHIBIT 10.4

FORM OF

TIME-BASED RESTRICTED STOCK AWARD AGREEMENT
ECB BANCORP, INC.
2023 EQUITY INCENTIVE PLAN
(EMPLOYEE)

Name of Participant:

Date of Grant:

Number of shares of Common Stock subject to this Restricted Stock Award:

Vesting Schedule. Except as otherwise provided in this Agreement or the Plan, this Restricted Stock Award shall vest in accordance with the following schedule:


Vesting Date (1)(2)	Number of Shares of Common Stock Vesting

(1)

If a Vesting Date falls on a non-business day, the Restricted Stock Award will vest on the next business day.

(2)

The Participant must be in Service with the Company or the Bank on each applicable Vesting Date, unless otherwise provided in this Agreement or the Plan.

Terms and Conditions.

(a)

Voting. The Participant will have the right to vote the unvested shares of Restricted Stock awarded hereunder on matters which require a stockholder vote.

(b)

Effect of Termination of Service on Restricted Stock Award.

(a)

Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any unvested shares of Common Stock subject to this Agreement will vest.

(b)

10.

Tax Matters; Section 83(b) Election.

(a)

Payment of Taxes on Restricted Stock Award. Participants are subject to mandatory federal and Massachusetts tax withholding upon the vesting of this Restricted Stock Award, unless a Section 83(b) Election is made in connection with the grant for the Restricted Stock Award. In accordance with Section 10.2 of the Plan, unless the Participant is an officer of the Company and elects otherwise, the Participant will satisfy all mandatory tax withholding by having the Company withhold shares of Common Stock having a Fair Market Value on the date the tax withholding is determined equal to, not more than, the amount necessary to satisfy the tax withholding obligations at the minimum statutory withholding rates (or at any great rate that will not result in adverse tax or accounting treatment as determined by the Company).

(b)

11.

12.

No Continuation of Service. Neither the Plan nor this Restricted Stock Award will confer upon the Participant any right to continue in Service with the Company or the Bank.

13.

14.

Beneficiary. Each Participant may name a beneficiary or beneficiaries to whom any vested but unpaid portion of this Restricted Award is to be paid in case of the Participant’s death.

15.

16.

17.

18.

19.

20.

Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

ECB Bancorp, Inc.
419 Broadway
Everett, Massachusetts 02149
Attn: Finance Department

21.

22.

Definition of Cause. For purposes of this Restricted Stock Award, “Cause” shall have the meaning set forth in a Participant’s employment or change in control agreement with the Bank or the Company. If a Participant has not entered into an employment agreement or change in control agreement with the Bank or the Company, “Cause” shall mean the occurrence of any act or omission on the part of a Participant constituting willful misconduct or gross negligence; that is materially injurious to the Company and the Bank or the reputation of the Company or the Bank; is a breach of fiduciary duty involving personal profit; and/or a willful violation of any law, rule, regulation (other than traffic violations or similar offenses). The Board of Directors will determine, in its sole discretion, if a Participant’s acts or omissions rise to the level of “Cause” under this Restricted Stock Award.

23.

[Restrictive Covenant. AS APPLICABLE]

[Signature page follows]

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.

ECB BANCORP, INC.

By:

Duly Authorized Officer of the Company

PARTICIPANT’S ACCEPTANCE

PARTICIPANT

________________________________

Date

EXHIBIT 10.5

FORM OF

TIME-BASED INCENTIVE STOCK OPTION AWARD AGREEMENT

ECB BANCORP, INC.

2023 EQUITY INCENTIVE PLAN

(EMPLOYEES)

This Incentive Stock Option (“ISO”) award agreement (“ISO Award” or “Agreement”) is and will be subject in every respect to the provisions of the ECB Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. The holder of this ISO Award (the “Participant”) hereby accepts this ISO 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 Joint Compensation Committee of the Board of Directors of Everett Co-operative Bank (the “Bank”) and ECB Bancorp, Inc. (the “Committee”) or the Board of Directors of ECB Bancorp, Inc. (the “Company”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. A copy of the Plan and related prospectus will be provided to each person granted an ISO Award. Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1. Name of Participant:

2. Date of Grant:

3. Total number of shares of Common Stock that may be acquired pursuant to this ISO Award:

4. (a) Option Exercise Price:

(b) Expiration Date: __________________, subject to earlier expiration due to Termination of Service.

5. Vesting Schedule. Except as otherwise provided in this Agreement or the Plan, the ISO Award shall vest (i.e., become exercisable) in accordance with the following schedule:


Vesting Date (1)	Number of Options Available for Exercise (2)

(1)

If a Vesting Date falls on a non-business day, the ISO Award will vest on the next business day.

(2)

The number of ISOs available for exercise is cumulative. For example, assume an ISO Award is granted on __________, 2023, subject to five (5) year vesting. For illustration purposes only, assume on ______________, 2025 no vested ISOs have been exercised by the Participant. In that event, the Participant will have two (2) tranches of vested ISOs to exercise.

If the Participant is not in Service with the Bank or the Company on an applicable Vesting Date or does not satisfy the special vesting conditions set forth in Section 11 of this Agreement, the Participant will forfeit all rights to any unvested ISOs subject to this ISO Award as of the Participant’s Termination of Service.

6. Exercise Procedure. The Participant may exercise this ISO Award in whole or in part by delivering to the Company a written notice (the “Notice of Exercise of Option” ) setting forth the number of shares of Common Stock with respect to which the ISO is to be exercised, together with payment by cash or other means acceptable to the Committee.

7. Delivery of Shares of Common Stock. Delivery of shares of Common Stock under this ISO 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. In the event of the Participant’s Involuntary Termination following a Change in Control, all ISOs subject to this Agreement will become fully vested. Participants will have 90 days following an Involuntary Termination to exercise the vested ISO Award. A “Change in Control” will be deemed to have occurred as described in Section 9.3 of the Plan.

9. Adjustment Provisions. This ISO Award, including the number of shares of Common Stock subject to the ISO Award and the Option Exercise Price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 4.4 of the Plan.

10. Expiration of ISOs. In no event shall the ISOs subject to this Agreement be exercisable after the Expiration Date set forth in Section 4 above.

11. Effect of Termination of Service on ISO Award.

(a) Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any unvested ISOs subject to this Agreement will vest. All vested ISOs will be exercisable by the Participant’s beneficiary, at any time until the earlier of the Expiration Date set forth in Section 4 above or 12 months from the date of the Participant’s death.

(b) Disability. In the event of the Participant’s Termination of Service by reason the Participant’s Disability, any unvested ISOs subject to this Agreement will vest. A Participant’s Disabled status must become effective prior to the date of the Participant’s separation from service from the Company or the Bank in order to be recognized under this Agreement. All vested ISOs are exercisable by the Participant at any time until the earlier of the Expiration Date set forth in Section 4 above or 12 months from the date of Termination of Service under this subparagraph (b).

(c) Separation from Service for Reasons other than Death, Disability or a Change in Control. In the event the Participant terminates service with the Bank and/or the Company for reasons other than death, Disability or a Change in Control, the Participant’s vested ISOs will remain exercisable for 90 days following the Participant’s separation from service. All unvested ISOs will be forfeited. Notwithstanding the foregoing, if the Participant is terminated for Cause, all vested ISOs that have not been exercised and all unvested ISOs will be forfeited as of the date of separation from service.

12. No Rights as Stockholder. The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this ISO Award, unless and to the extent that: (a) the Participant has exercised the ISOs pursuant to the terms of this Agreement and paid the full Option Exercise Price for the number of shares of Common Stock purchased upon exercise of the ISOs, (b) the Company shall have issued and delivered the corresponding shares of Common Stock

to the Participant, and (c) the Participant is entered as a stockholder of record on the books of the Company with respect to the shares of Common Stock issued upon the ISO exercise.

13. Tax Consequences.

(a) Date of Grant: Participants will not recognize income upon the grant of an ISO.

(b ) Exercise of Incentive

Stock Option:

There are no regular federal or state income or employment tax liabilities upon the exercise of an Incentive Stock Option (see Incentive Stock Option Holding Period below), although the excess, if any, of the Fair Market Value of the shares of Common Stock on the date of exercise over the Option Exercise Price will be treated as income for alternative minimum tax (“AMT”) purposes and may subject a Participant to AMT in the year of exercise.

Disposition:

In the event of a disqualifying disposition (see Incentive Stock Option Holding Period below), Participants will recognize income equal to the difference between the Fair Market Value of the shares of Common Stock on the date of exercise and the Option Exercise Price. Unlike NSOs, the income recognized upon exercise of an ISO will not be subject to mandatory tax withholding. The income recognized upon a disqualifying disposition will be reported on a Participant’s Form W-2.

(d ) Incentive Stock Option

Holding Period:

In order to receive Incentive Stock Option tax treatment under Section 422 of the Code, a Participant may not dispose of shares of Common Stock acquired upon an exercise of an ISO: (i) for two (2) years from the Date of Grant, and (ii) for one (1) year after the date you exercise the ISO. Participants must notify the Company within ten (10) days of an early disposition of Common Stock (i.e., a “disqualifying disposition”).

If a Participant sells shares of Common Stock after the expiration of the Incentive Stock Option Holding Period (described above), any appreciation or depreciation in the value of the shares of Common Stock will be treated as a capital gain or loss.

14. Modification or Amendment. This Agreement may not be amended or otherwise modified, except as set forth herein, unless evidenced in writing and signed by the Company and the Participant. Notwithstanding the foregoing, the Committee may amend this Agreement by a writing that specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to the Participant, provided that no such amendment shall adversely affect in a material way the Participants rights hereunder without the Participant’s written consent (except to the extent the Committee reasonably determines that such amendment or termination is necessary or appropriate to comply with applicable law or the rules or regulations of any stock exchange on which the Common Stock is listed or quoted). Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Participant, the provisions of this ISO Award in any way it may deem necessary or advisable to carry out the purpose of

the grant of the ISOs as a result of any change in applicable law or regulation or any future law, regulation, ruling, or judicial decisions.

15. No Continuation of Service. Neither the Plan nor this ISO Award will confer upon the Participant any right to continue in the Service of the Company or the Bank.

16. Transferability. Except as provided below, this ISO Award is personal to the Participant and during the Participant’s lifetime may only be exercised by the Participant or the Participant’s guardian or legal representative; and may not be sold, pledged, assigned or transferred in any manner, other than in the case of the Participant’s death by the Participant’s beneficiary as determined pursuant to procedures prescribed by the Committee for this purpose or by will or the laws of descent and distribution, and any such purported sale, pledge, assignment or transfer shall be void and of no effect.

17. Beneficiary. Each Participant may name a beneficiary or beneficiaries to whom any vested but unexercised portion of this ISO Award is to be transferred in case of the Participant’s death.

18. Interpretation. The Participant accepts the ISO Award subject to all the terms and provisions and restrictions of this Agreement and the Plan. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement or the Plan.

21. Governing Law. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the application of the principles of conflicts of laws. Notwithstanding anything to the contrary herein, the grant, exercise and vesting of ISOs hereunder are conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 18 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.

23. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

ECB Bancorp, Inc.

419 Broadway

Everett, Massachusetts 02149

Attn: Finance Department

delivered (addressed as specified above) or when enclosed in a properly sealed envelope (addressed as specified above) and deposited, postage prepaid, with the U.S. postal service or an express mail company.

24. Policies and Restrictions. Notwithstanding any other provision of this Agreement to the contrary, any ISOs granted hereunder or any shares of Common Stock issued upon exercise of an ISO, as well as any cash or stock dividends received in connection with shares of Common Stock issued hereunder, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any recoupment/claw back policy maintained by the Company, any trading policy restrictions and/or any hedging/pledging policy restrictions (the “Policies”). In addition, the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the Policies and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policies, any similar policy (as applicable to the Participant) or any amendments that may be made from time to time in the future by the Company, in its discretion, without further consent or action being required by the Participant. To the extent that the terms of this Agreement and any of the Policies or any similar policy conflict, then the terms of such policy shall prevail.

25. Code Section 409A. This ISO Award is intended to satisfy the requirements for exemption from the restrictions of Code Section 409A applicable to incentive stock options.

26. Definition of Cause. For purposes of this ISO Award, “Cause” shall have the meaning set forth in a Participant’s employment or change in control agreement with the Bank or the Company. If a Participant has not entered into an employment agreement or change in control agreement with the Bank or the Company, “Cause” shall mean the occurrence of any act or omission on the part of a Participant constituting willful misconduct or gross negligence that is materially injurious to the Company and the Bank or the reputation of the Company or the Bank; is a breach of fiduciary duty involving personal profit; and/or a willful violation of any law, rule, regulation (other than traffic violations or similar offenses). The Board of Directors will determine, in its sole discretion, if a Participant’s acts or omissions rise to the level of “Cause” under this ISO Award.

[Signature page follows]

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 ISO Award.

ECB BANCORP, INC.

By:

Duly Authorized Officer of the Company

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing ISO Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus.

PARTICIPANT

________________________________

Date

EXHIBIT 10.6

FORM OF

TIME-BASED NON-STATUTORY STOCK OPTION AWARD AGREEMENT

ECB BANCORP, INC.

2023 EQUITY INCENTIVE PLAN

(EMPLOYEES)

1. Name of Participant:

2. Date of Grant:

3. Total number of shares of Common Stock that may be acquired pursuant to this NSO Award:

4. (a) Option Exercise Price:

(b) Expiration Date: __________________, subject to earlier expiration due to Termination of Service.

5. Vesting Schedule. Except as otherwise provided in this Agreement or the Plan, the NSO Award shall vest (i.e., become exercisable) in accordance with the following schedule:


Vesting Date (1)	Number of Options Available for Exercise (2)

(1)

If a Vesting Date falls on a non-business day, the NSO Award will vest on the next business day.

(2)

10. Expiration of NSOs. In no event shall the NSOs subject to this Agreement be exercisable after the Expiration Date set forth in Section 4 above.

11. Effect of Termination of Service on NSO Award.

(a) Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any unvested NSOs subject to this Agreement will vest. All vested NSOs will be exercisable by the Participant’s Beneficiary, at any time until the earlier of the Expiration Date set forth in Section 4 above or 12 months from the date of the Participant’s death.

(b) Disability. In the event of the Participant’s Termination of Service by reason the Participant’s Disability, any unvested NSOs subject to this Agreement will vest. A Participant’s Disabled status must become effective prior to the date of the Participant’s separation from service from the Company or the Bank in order to be recognized under this Agreement. All vested NSOs are exercisable by the Participant at any time until the earlier of the Expiration Date set forth in Section 4 above or 12 months from the date of Termination of Service under this subparagraph (b).

(c) Separation from Service for Reasons other than Death, Disability or a Change in Control. In the event the Participant terminates service with the Bank and/or the Company for reasons other than death, Disability or a Change in Control, the Participant’s vested NSOs will remain exercisable for 90 days following the Participant’s separation from service. All unvested NSOs will be forfeited. Notwithstanding the foregoing, if the Participant is terminated for Cause, all vested NSOs that have not been exercised and all unvested NSOs will be forfeited as of the date of separation from service.

12. No Rights as Stockholder. The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to this NSO Award, unless and to the extent that: (a) the Participant has exercised the NSOs pursuant to the terms of this Agreement and paid the full Option Exercise Price for the number of shares of Common Stock purchased upon exercise of the NSOs, (b) the Company shall have issued and delivered the corresponding shares of Common Stock to the Participant, and (c) the Participant is entered as a stockholder of record on the books of the Company with respect to the shares of Common Stock issued upon the NSO exercise.

13. Tax Consequences. Participants will not recognize taxable income at the time an NSO is granted. However, upon exercise of an NSO, a Participant will recognize income in an amount equal to the difference

between the Fair Market Value of the shares of Common Stock on the date of exercise and the Option Exercise Price. The income recognized upon exercise will be subject to mandatory tax withholding. If a Participant later sells the shares of Common Stock purchased upon exercise, any appreciation or depreciation in the value of the shares of Common Stock will be treated as a capital gain or loss.

15. No Continuation of Service. Neither the Plan nor this NSO Award will confer upon the Participant any right to continue in the Service of the Company or the Bank.

17. Beneficiary. Each Participant may name a beneficiary or beneficiaries to whom any vested but unexercised portion of this NSO Award is to be transferred in case of the Participant’s death.

21. Governing Law. This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the application of the principles of conflicts of laws. Notwithstanding anything to the contrary herein, the grant, exercise and vesting of NSOs hereunder are conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 18 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.

23. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company as follows:

ECB Bancorp, Inc.

419 Broadway

Everett, Massachusetts 02149

Attn: Finance Department

26. Definition of Cause. For purposes of this NSO Award, “Cause” shall have the meaning set forth in a Participant’s employment or change in control agreement with the Bank or the Company. If a Participant has not entered into an employment agreement or change in control agreement with the Bank or the Company, “Cause” shall mean the occurrence of any act or omission on the part of a Participant constituting willful misconduct or gross negligence that is materially injurious to the Company and the Bank or the reputation of the Company or the Bank; is a breach of fiduciary duty involving personal profit; and/or a willful violation of any law, rule, regulation (other than traffic violations or similar offenses). The Board of Directors will determine, in its sole discretion, if a Participant’s acts or omissions rise to the level of “Cause” under this NSO Award.

[Signature page follows]

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 NSO Award.

ECB BANCORP, INC.

By:

Duly Authorized Officer of the Company

PARTICIPANT’S ACCEPTANCE

PARTICIPANT

________________________________

Date

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of ECB Bancorp, Inc. of our report dated March 30, 2023, relating to the consolidated financial statements of ECB Bancorp, Inc. and Subsidiary appearing in the Annual Report on Form 10-K of ECB Bancorp, Inc. for the year ended December 31, 2022.

/s/ Baker Newman & Noyes LLC

Boston, Massachusetts

September 8, 2023

EXHIBIT FILING FEES

Calculation of Filing Fee Table

Form S-8

(Form Type)

ECB Bancorp, Inc.

(Exact Name of Registrant as Specified in its Amended and Restated Articles of Incorporation)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, $0.01 par value per share	457(c) and 457(h)	1,248,133	$11.77	$14,690,525.41	0.00011020	$1,618.90
Total Offering Amounts					$14,690,525.41		$1,618.90
Total Fee Offsets							$0.00
Net Fee Due							$1,618.90

___________________________________________


(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also relates to such indeterminate number of additional shares of Common Stock as may be issuable under the ECB Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”) to prevent dilution in the event of a stock dividend, stock split, recapitalization, or other similar changes in the capital structure, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing.
(2)	Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $11.77 per share represents the average of the high and low sales prices of the registrant’s common stock as reported on the Nasdaq on September 6, 2023.

ECB Bancorp (NASDAQ:ECBK)
Historical Stock Chart
Von Apr 2024 bis Mai 2024

ECB Bancorp (NASDAQ:ECBK)
Historical Stock Chart
Von Mai 2023 bis Mai 2024

Marktdaten

News

Werkzeuge

Märkte

Entdecken

Hot Features

Follow Feed

Optionen-Flow

Watchlist

ECBK ECB Bancorp Inc

News ECB Bancorp Inc

Kürzlich von Ihnen besucht

Unternehmen

Geschäft

Popular

App herunterladen

Trends

Toplisten

Marktdaten

News

Werkzeuge

Märkte

Entdecken

Hot Features

Follow Feed

Optionen-Flow

Watchlist

ECBK ECB Bancorp Inc

News ECB Bancorp Inc

Kürzlich von Ihnen besucht

Unternehmen

Geschäft

Popular

App herunterladen