RESTRICTED STOCK AGREEMENT
On [DATE], the Board of Directors of the Company (the “Board”) authorized the grant of an aggregate of
_____ shares of the Company’s $.01 par value common stock (the “Restricted Stock”) to Employee, which
shares shall be restricted pursuant to the terms and conditions set forth herein. The parties desire to enter into this
Restricted Stock Agreement (“Agreement”) to memorialize the terms and conditions of the grant of the Restricted
Stock to the Employee.
1. Terms of Restricted Stock .
Subject to the terms and conditions contained herein, the Company grants to Employee the Restricted Stock
in accordance with the terms and conditions set forth herein. During the period set forth in Section 2 hereof (the
“Restriction Period”), Employee shall not sell, transfer, pledge or otherwise encumber any of the Restricted Stock,
whether voluntarily or involuntarily or by operation of law. Except as set forth in Section 2, all shares of Restricted
Stock for which the Restriction Period has not lapsed shall be forfeited to the Company, without payment
therefore, if during the Restriction Period the employment of the Employee with the Company shall terminate for
2. Lapse of Restrictions . The restrictions described in this Agreement applicable to the Restricted Stock shall
apply for the Restriction Period, which shall commence on the Effective Date and shall lapse as follows:
(a) On _____ , if the Employee is employed by the Company on that date, with respect to 50% of the
Restricted Stock; or
(b) On _____ , if the Employee is employed by the Company on that date, with respect to the remaining 50%
of the Restricted Stock.
Upon the occurrence of the events described in subsections (a) and (b) above, the Restricted Stock shall become
non-forfeitable under Section 1.
3. Deposit of Certificates . The certificate or certificates representing the shares of Restricted Stock, together
with stock powers or other instruments