CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC. EQUITY INCENTIVE PLAN NOTICE OF GRANT
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
EQUITY
INCENTIVE PLAN
NOTICE
OF GRANT
Capitalized
but otherwise undefined terms in this Notice of Grant and the attached
Restricted Stock Grant Agreement shall have the same defined meanings as in
the
China Security & Surveillance Technology, Inc. Equity Incentive Plan.
| Name:____________________________________ | Address:____________________________________ |
You
have
been granted the number of shares (the “Restricted
Shares”)
of
Restricted Stock specified below subject to the terms and conditions of the
Plan
and the attached Restricted Stock Grant Agreement.
|
Date
of Grant:
|
[Ÿ],
2007
|
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Total
Number of Restricted Shares Granted:
|
[Ÿ]
Restricted Shares
|
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Dates
of Issuance of Restricted Shares:
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The
total number of Restricted Shares shall be issued in four installments
with the shares (the “Initial
Shares”)
being issued on or about the date hereof (the “Initial
Issuance Date”),
part of the shares (the “Second
Shares”)
being issued on or about the first anniversary of the date hereof
(the
“Second
Issuance Date”),
part of the shares (the “Third
Shares”)
being issued on or about the second anniversary of the date hereof
(the
“Third
Issuance Date”),
and part of the shares (the “Fourth
Shares”)
being issued on or about the third anniversary of the date hereof
(the
“Fourth
Issuance Date”).
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Consideration
for Restricted Shares:
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The
Restricted Shares are being issued in consideration of past and future
services rendered to the Company by the Grantee, who is either an
Employee
of, or Service Provider to, the Company or its
subsidiaries.
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Vesting
Schedule:
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The
Restricted Shares shall vest and no longer be subject to forfeiture
in
accordance with the following schedule:
The
Initial Shares shall vest in equal monthly installments commencing
on the
first month anniversary of the Initial Issuance Date.
The
Second Shares shall vest in equal monthly installments commencing
on the
first month anniversary of the Second Issuance Date.
The
Third Shares shall vest in equal monthly installments commencing
on the
first month anniversary of the Third Issuance Date.
The
Fourth Shares shall vest in equal monthly installments commencing
on the
first month anniversary of the Fourth Issuance
Date.
|
Note:
It
may take up to a total of four months’ time to issue the stocks after each
issuance date.
CHINA
SECURITY & SURVEILLANCE TECHNOLOGY, INC.
EQUITY
INCENTIVE PLAN
This
RESTRICTED
STOCK GRANT AGREEMENT (“Agreement”),
dated
as of the date specified in the Notice of Grant (which is expressly incorporated
herein and made a part hereof, the “Notice
of Grant”),
is
made by and between CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC., a
Delaware corporation (the “Corporation”),
and
the person in the Notice of Grant (the “Grantee,”
which
term as used herein shall be deemed to include any successor to the Grantee
by
will or by the laws of descent and distribution, unless the context shall
otherwise require).
BACKGROUND
Pursuant
to the Corporation’s Equity Incentive Plan (the “Plan”),
the
Corporation approved the issuance to the Grantee, effective as of the date
set
forth above, of an award of the number of shares of Restricted Stock as is
set
forth in the attached Notice of Grant.
NOW,
THEREFORE,
in
consideration of the mutual premises and undertakings hereinafter set forth,
the
parties hereto agree as follows:
1. Grant
of Restricted Stock.
The
Corporation hereby grants to Grantee, and Grantee hereby accepts the number
of
shares of Restricted Stock set forth in the Notice of Grant.
2. Stockholder
Rights.
Until
such time as all or any part of the Restricted Stock is forfeited to the
Corporation under this Agreement, if ever, Grantee (or any successor in
interest) shall have the rights of a stockholder (including voting rights)
with
respect to the Restricted Stock that has been issued, including the Restricted
Stock that has been issued, but not yet vested, subject, however, to the
transfer restrictions of Section 3.
3. Vesting
of Restricted Stock.
(a) The
shares of Restricted Stock shall be restricted and subject to forfeiture
pursuant to Section 4 until vested pursuant to this Section 3 or Section 6(b).
The shares of Restricted Stock shall vest, and no longer be subject to
forfeiture, (such shares of Restricted Stock becoming “Vested
Shares”)
in
accordance with the vesting schedule set forth in the Notice of Grant. All
shares of Restricted Stock which have not become Vested Shares are hereinafter
sometimes referred to as “Nonvested
Shares.”
(b) The
Grantee acknowledges that the vesting of the foregoing shares of Restricted
Stock may create significant income tax liability to the Grantee.
(c) Nonvested
Shares may not be sold, transferred, assigned, pledged, or otherwise disposed
of, directly or indirectly.
4. Forfeiture
of Shares.
(a) At
such
time as Grantee ceases to be an Employee of, or a Service Provider to, the
Corporation for any reason, including death or Disability, then, in such event,
any Nonvested Shares shall be automatically forfeited to the Corporation unless
the Corporation otherwise notifies the Grantee. Upon notice from the Corporation
of such forfeiture, the Grantee shall immediately return to the Corporation
any
stock certificate that evidences Nonvested Shares and shall execute any and
all
such documents and instruments to allow the Corporation to reacquire the
forfeited shares.
(b) Notwithstanding
Section 3, if the board of directors of the Corporation reasonably determines
that the Grantee has materially breached any employment or other agreements
between the Corporation and the Grantee (including, but not limited to, a breach
of a non-competition provision or a confidentiality provision), the Grantee
shall immediately return to the Corporation any stock certificates then held
by
the Grantee that evidences Vested Shares and shall execute any and all such
documents and instruments as requested by the Corporation to allow the
Corporation to reacquire the Vested Shares without payment therefor. If the
Grantee has already disposed of any such Vested Shares, then the Grantee shall
immediately pay to the Corporation an amount equal to the value of such Vested
Shares determined by multiplying the total number of Vested Shares by the
closing price of the Corporation’s common stock as quoted on any market where
the Corporation’s common stock trades as of the date when such Vested Shares
were granted hereunder.
5. Legend.
All
stock certificates evidencing the Nonvested Shares shall be imprinted with
a
legend substantially as follows:
“THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
AGAINST TRANSFER AND FORFEITURE, AS SET FORTH IN A RESTRICTED STOCK GRANT
AGREEMENT DATED [●].
TRANSFER OF THESE SHARES MAY BE MADE ONLY IN COMPLIANCE WITH THE PROVISIONS
OF
SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
CORPORATION.”
6. Recapitalizations,
Exchanges, Mergers, Etc.
(a) The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all shares of capital stock of the Corporation or
successor of the Corporation which may be issued in respect of, in exchange
for,
or in substitution for the Restricted Stock by reason of any stock dividend,
split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except
as
otherwise provided herein, this Agreement is not intended to confer upon any
other person except the parties hereto any rights or remedies
hereunder.
(b) In
the
event that the Corporation effects a Change of Control, the Administrator may
take any one or more of the actions specified in the Plan.
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7. No
Employment Contract Created.
The
issuance of the shares of Restricted Stock shall not be construed as granting
to
Grantee any right with respect to continuance of employment or any other
business relationship by the Corporation or any of its Subsidiaries. The right
of the Corporation or any of its Subsidiaries to terminate at will Grantee's
employment or terminate a business relationship with the Grantee at any time
(whether by dismissal, discharge or otherwise), with or without cause, is
specifically reserved, subject to any other written employment or other
agreement to which the Corporation and Grantee may be a party.
8. Tax.
The
Corporation shall be entitled to withhold from Xxxxxxx’s compensation any
amounts necessary to satisfy applicable tax withholding with respect to the
grant and vesting of the shares of Restricted Stock. The Grantee shall also
be
responsible for all tax payable in any jurisdiction.
9. Interpretation.
The
shares of Restricted Stock are being issued pursuant to the terms of the Plan,
and shall in all respects be interpreted in accordance therewith. The
Administrator shall interpret and construe this Agreement and the Plan, and
any
action, decision, interpretation or determination made in good faith by the
Administrator shall be final and binding on the Corporation and Grantee.
10. Notices.
All
notices or other communications which are required or permitted hereunder shall
be in writing and sufficient if (i)
personally delivered or sent by telecopy, (ii)
sent by
nationally-recognized overnight courier or (iii)
sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
if
to the
Grantee, to the address (or telecopy number) set forth on the Notice of Grant;
and
if
to the
Corporation, to its principal executive office as specified in any report filed
by the Corporation with the Securities and Exchange Commission or to such
address as the Corporation may have specified to the Grantee in writing,
Attention: Corporate Secretary;
or
to
such other address as the party to whom notice is to be given may have furnished
to the other party in writing in accordance herewith. Any such communication
shall be deemed to have been given (i) when delivered, if personally delivered,
or when telecopied, if telecopied, (ii) on the first Business Day (as
hereinafter defined) after dispatch, if sent by nationally-recognized overnight
courier and (iii) on the third Business Day following the date on which the
piece of mail containing such communication is posted, if sent by mail. As
used
herein, “Business
Day”
means
a
day that is not a Saturday, Sunday or a day on which banking institutions in
the
city to which the notice or communication is to be sent are not required to
be
open.
11. Specific
Performance.
Xxxxxxx
expressly agrees that the Corporation will be irreparably damaged if the
provisions of this Agreement and the Plan are not specifically enforced. Upon
a
breach or threatened breach of the terms, covenants and/or conditions of this
Agreement or the Plan by the Grantee,
the
Corporation shall, in addition to all other remedies, be entitled to a temporary
or permanent injunction, without showing any actual damage, and/or decree for
specific performance, in accordance with the provisions hereof and thereof.
The
Administrator shall have the power to determine what constitutes a breach or
threatened breach of this Agreement or the Plan. Any such determinations shall
be final and conclusive and binding upon the Grantee.
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12. No
Waiver.
No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.
13. Grantee
Undertaking.
The
Grantee hereby agrees to take whatever additional actions and execute whatever
additional documents the Corporation may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Grantee pursuant to the express
provisions of this Agreement.
14. Modification
of Rights.
The
rights of the Grantee are subject to modification and termination in certain
events as provided in this Agreement and the Plan.
15. Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware applicable to contracts made and to be wholly performed
therein, without giving effect to its conflicts of laws principles.
16. Counterparts;
Facsimile Execution.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one and
the
same instrument. Facsimile execution and delivery of this Agreement is legal,
valid and binding execution and delivery for all purposes.
17. Entire
Agreement.
This
Agreement (including the Notice of Grant) and the Plan, constitute the entire
agreement between the parties with respect to the subject matter hereof, and
supersede all previously written or oral negotiations, commitments,
representations and agreements with respect thereto.
18. Severability.
In the
event one or more of the provisions of this Agreement should, for any reason,
be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal
or
unenforceable provision had never been contained herein.
[signature
page follows]
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Restricted Share Grant Agreement as of the
date first written above.
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CHINA
SECURITY & SURVEILLANCE
TECHNOLOGY,
INC.
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| By: | ||
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Name: |
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| Title: | ||
| GRANTEE: | ||
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Name: |
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