Restricted Stock Agreeement

Exhibit 10.3


Name:

_______________________

No. of Restricted Shares: ____________


1ST CONSTITUTION BANCORP

2006 DIRECTORS STOCK PLAN

RESTRICTED STOCK AGREEMENT


This RESTRICTED STOCK AGREEMENT (this " Agreement" ) is made this ______ day of ______________, 200__ (the " Award Date" ) between 1ST CONSTITUTION BANCORP, a New Jersey corporation (the " Company" ) and ___________________ (the " Participant" ). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company' s 2006 Directors Stock Plan, as it may be amended from time to time (the " Plan" ).


1. Grant of Restricted Stock . The Company hereby grants to the Participant _____ restricted shares of the Company' s common stock, no par value (the " Restricted Stock" ), pursuant to the Plan, subject to the terms and conditions of the Plan, this Agreement, and the Custody Agreement (the " Custody Agreement" ) as in effect from time to time by and among the Company, the Participant, and the person or entity designated by the Board of Directors of the Company to serve as custodian thereunder (the " Custodian" ).


2. Incorporation by Reference of the Plan . The Plan is hereby incorporated by reference into this Agreement. The Participant hereby acknowledges receipt of a copy of the Plan and represents and warrants to the Company that the Participant has read and understands the terms and conditions of the Plan. The execution of this Agreement by the Participant constitutes the Participant' s acceptance of and agreement to the terms and conditions of the Plan and this Agreement.


3. Vesting of Restricted Stock . Unless the Company' s Board of Directors (the " Board" ) provides for earlier vesting, the Restricted Stock shall vest in accordance with the following sched ...