2000 STOCK OPTION AND INCENTIVE AWARD PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, made and entered into as of the ____ day of March, 2007, by and between
INNOTRAC CORPORATION. (“the “ Company ”) and ______________________ (the “ Grantee ”).
WHEREAS, the Company maintains the Innotrac Corporation 2000 Stock Option and Incentive Award
Plan (the “ Plan ”), and the Grantee has been selected by the Committee to receive a Restricted Stock Award
under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Grantee, as follows:
Award of Restricted Stock
The Company hereby grants to the Grantee an award of _____________ Shares of restricted
stock (“ Restricted Stock ”), subject to, and in accordance with, the restrictions, terms and conditions set forth
in this Agreement. The grant date of this award of Restricted Stock is March ____, 2007 (“ Grant Date ”).
This Agreement shall be construed in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise
expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth
in the Plan.
This Award is conditioned on the Grantee’s execution of this Agreement. If this Agreement is
not executed by the Grantee and returned to the Company within two months of the Grant Date, it may be
canceled by the Committee resulting in the immediate forfeiture of all Shares of Restricted Stock.
Subject to Section 2.2 below, if the Grantee remains employed by the Company (or with
respect to a Director or consultant, continues to serve as a Director or continues to provide services to the
Company, as determined by the Committee in its discretion), the Grantee shall become vested in 1/4 of the