RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.5

This Restricted Stock Award Agreement (the “Agreement”) is made as of between Xxxx.xxx, Inc., a Delaware corporation (“Xxxx.xxx”), and .

Xxxx.xxx sponsors the Xxxx.xxx Amended and Restated 2008 Stock and Annual Incentive Plan (the “Plan”). This Agreement represents an award of Shares of Restricted Stock under the Plan. All capitalized terms used herein, to the extent not defined, shall have the meaning as set forth in the Plan.

The Shares of Restricted Stock (the “Shares”) covered by this Agreement are being awarded subject to the following terms and provisions:

1. Subject to the terms and conditions of the Plan, [the Employment Agreement between you and Xxxx.xxx dated (as amended) (the “Employment Agreement”)] and this Agreement, Xxxx.xxx awards to you Shares of Restricted Stock.

2. In order for your Award to vest, you must be continuously employed by Xxxx.xxx or any of its Subsidiaries or Affiliates during the Restriction Period (as defined below). Nothing in this Agreement or the Plan shall confer upon you any right to continue in the employ or service of Xxxx.xxx or any of its Subsidiaries or Affiliates or interfere in any way with their rights to terminate your employment or service at any time.

3. The Shares shall become earned by, and vested in, you in accordance with this Section. Until they become vested, the Shares shall be subject to cancellation and forfeiture in accordance with Section 5 below. Until vested, you may not vote the Shares or sell, transfer, pledge, assign or otherwise alienate or hypothecate the Shares (such period during which restrictions apply is the “Restriction Period”). The Shares shall vest as follows:

		Percentage of Total
Vesting Date		Award Vesting

4. You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as determined by Xxxx.xxx with respect to your receipt of the Shares. In addition, you agree that, upon request, you will furnish a letter agreement providing that (a) you will not distribute or resell any of said shares in violation of the Securities Act of 1933, as amended, (b) you will indemnify and hold Xxxx.xxx harmless against all liability for any such violation and (c) you will accept all liability for any such violation.

5. You acknowledge and agree that upon your ceasing to be employed by Xxxx.xxx or any of its Subsidiaries or Affiliates during the Restriction Period any unvested Shares at such time will be canceled and forfeited and returned to Xxxx.xxx. For the avoidance of doubt, transfers of employment among the Company and its Subsidiaries and Affiliates, without any break in service, is not a Termination of Employment. In order to facilitate the transfer to Xxxx.xxx of any Shares pursuant to the terms hereof, you shall execute the enclosed stock power (Assignment Separate from Certificate). The stock power may be used by Xxxx.xxx to transfer any unvested Shares to Xxxx.xxx

in accordance with this Section. You further hereby irrevocably appoint (which appointment is coupled with an interest) Xxxx.xxx as your agent and attorney-in-fact to take any necessary or appropriate action to cause Shares to be returned to Xxxx.xxx in accordance with this Section, including without limitation executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf. Without limiting the foregoing, you expressly acknowledge and agree that any transfer agent for the Shares is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from Xxxx.xxx in connection with the Shares or the transfer thereof, and that any such transfer agent is a third party beneficiary of this Agreement.

6. Upon your receipt of the Shares, you will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder and shall promptly provide Xxxx.xxx with a copy of such election.

7. In the event of any conflict between this Agreement and the Plan, the Plan shall control; provided, that an action or provision that is permissive under the terms of the Plan, and required under this Agreement, shall not be deemed a conflict and this Agreement shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement are silent, the Plan shall govern.

8. Xxxx.xxx may modify, amend or waive the terms of your Shares, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair your rights without your consent, except as required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules.

9. Your acceptance of the Shares constitutes your authorization of the release from time to time to Xxxx.xxx or any of its Subsidiaries or Affiliates and to the Agent (together, the “Relevant Companies”) of any and all personal or professional data that is necessary or desirable for the administration of your Shares and/or the Plan (the “Relevant Information”). Without limiting the above, this authorization permits your employing company to collect, process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may be useful or necessary for the purposes of the administration of the Shares and/or the Plan and/or to implement or structure any further grants of equity awards (if any)). The acceptance of the Shares also constitutes your authorization of the transfer of the Relevant Information to any jurisdiction in which Xxxx.xxx, your employing company or the Agent considers appropriate. You shall have access to, and the right to change, the Relevant Information, which will only be used in accordance with applicable law.

10. Your Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued there under (“Section 409A”). In no event shall Xxxx.xxx be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any amounts or benefits paid to you in respect of your Award.

11. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement, together with the Employment Agreement and the Plan, constitutes the final understanding between you and Xxxx.xxx regarding the Shares. Any prior agreements, commitments or negotiations concerning the Shares are superseded.

IN WITNESS WHEREOF, Xxxx.xxx has caused this Agreement to be executed by its duly authorized officer, and you have hereunto set your hand, all effective as of the Grant Date listed above.

	XXXX.XXX, INC.

	By:
	Title:


	[Name]

ASSIGNMENT SEPARATE FROM CERTIFICATE

(Stock Power)

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer unto

	Name:


	Address:


	Social Security or
	Taxpayer Identification Number:

shares of the Stock of represented by Certificate No(s). herewith, standing in the name of the undersigned, and does hereby appoint attorney, with full power of substitution, to transfer said shares on the books of said corporation.

			Signature(s):

Date:

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RESTRICTED STOCK AWARD AGREEMENT

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