EAU TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
2007
STOCK INCENTIVE PLAN
NON-EMPLOYEE
DIRECTOR
This
Restricted Stock Award Agreement (“Agreement”)
was
made and entered into as of February 27, 2008 (“Date
of Grant”),
by
and between EAU Technologies, Inc., a Delaware corporation (hereinafter
“EAU”
or
the
“Company”),
and
________________, a director of EAU (hereinafter “Director”).
WITNESSETH:
WHEREAS,
the Board of Directors of EAU has adopted, and EAU’s stockholders have approved,
the EAU Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”),
the
purpose of which is to promote the interests of EAU and its stockholders by
enhancing EAU’s ability to attract and retain the services of experienced and
knowledgeable directors and by encouraging such directors to acquire an
increased proprietary interest in EAU through the ownership of common stock,
$0.0001 par value, of EAU (“Common
Stock”);
and
WHEREAS,
the Plan provides that non-employee directors may receive awards of restricted
shares of EAU Common Stock.
NOW,
THEREFORE, in consideration of the foregoing, the parties agree as follows:
| 1. |
GRANT
OF RESTRICTED STOCK AWARD.
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EAU,
as
authorized by the Committee, hereby grants to Director
shares
(the “Shares”)
of
restricted Common Stock (the “Restricted
Stock Award”)
pursuant to the provisions of the Plan. The Restricted Stock Award shall be
subject to vesting as set forth in the Plan and summarized below:
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(a)
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One-half
(1/2) of the Restricted Stock Award shall vest on the first anniversary
of
the Date of Grant.
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(b)
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The
final one-half (1/2) of the Restricted Stock Award shall vest on
the
second anniversary of the Date of
Grant.
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| 2. |
RESTRICTION
ON TRANSFER.
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The
restricted Shares granted as a Restricted Stock Award and this Agreement shall
not be sold, pledged, assigned, transferred, or encumbered prior to the time
the
Restricted Stock Award vests as described herein.
| 3. |
DEPOSIT
WITH EAU.
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Each
certificate of Shares awarded hereunder shall be registered in the name of
the
Director and left, prior to its vesting, on deposit with EAU with a stock power
endorsed in blank. Each such certificate will contain the following legend:
“The
sale
or other transfer of the shares of stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the EAU Technologies, Inc. 2007 Stock
Incentive Plan, and in the associated Award Agreement. A copy of the Plan and
such Award Agreement may be obtained from EAU Technologies, Inc.”
| 4. |
RIGHTS
AS STOCKHOLDER.
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Neither
the Director nor any person claiming under or through the Director will have
any
of the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Director. After such
issuance, recordation and delivery, the Director will have all the rights of
a
stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.
| 5. |
FORFEITURE.
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Except
as
set forth below and unless otherwise determined by the Committee, if Director
ceases to be a Director (as defined in the Plan) prior to the vesting of any
portion of the Restricted Stock Award, Director shall forfeit the portion of
the
Restricted Stock Award which is not vested on the date he ceases to be a
Director. Notwithstanding any contrary provision of this Agreement, the balance
of the Shares of Restricted Stock that have not vested pursuant to paragraph
1
will thereupon be forfeited and automatically transferred to and reacquired
by
the Company at no cost to the Company upon the date the Director’s service with
the Company terminates for any reason. The Director will not be entitled to
a
refund of the price paid for any Shares returned to the Company pursuant to
this
paragraph 5. The Director hereby appoints the Company with full power of
substitution, as the Director’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Director to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate
or
certificates evidencing such unvested Shares to the Company upon such
violation.
| 6. |
ADJUSTMENT
TO AWARD IN CERTAIN EVENTS.
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In
the
event of a change in the capitalization of EAU due to a stock split, stock
dividend, recapitalization, merger, consolidation, combination, or similar
event, the aggregate shares subject to this Agreement shall be adjusted to
reflect such change.
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| 7. |
NO
COMPROMISE WITH REGULATORY AUTHORITY.
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Notwithstanding
any other provision of this Agreement to the contrary, Director agrees that
EAU
shall not be obligated to deliver any shares of Common Stock, if EAU determines
such delivery would violate any law or regulation of any governmental authority
or agreement between EAU and any national securities exchange upon which the
Common Stock is listed.
| 8. |
PLAN
CONTROLS.
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In
the
event of a conflict between the terms of this Agreement and the Plan, the Plan
shall be the controlling document. Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Plan.
| 9. |
END
OF RESTRICTIONS; DELIVERY OF STOCK.
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If
all
terms and conditions of this Agreement are complied with in full, all
restrictions on the Restricted Stock Award referred to herein shall lapse.
[Signatures
on Following Page]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
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/s/
XXXX XXXXXXX
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By:
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Xxxx
Xxxxxxx
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Chief
Executive Officer and President
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DIRECTOR
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«FirstName»
«LastName»
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