SFBC INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT
Exhibit 10.27
SFBC INTERNATIONAL, INC.
This Restricted Stock Agreement (this “Agreement”) entered into as of January 19, 2006, sets
forth the terms and conditions of an award (this “Award”) of restricted stock granted by SFBC
International, Inc., a Delaware corporation (“SFBC”), to Xxxx Xxxxxx (the “Recipient”) under the
SFBC International, Inc. 1999 Stock Plan (the “Plan”).
1. The Plan. This Award is made pursuant to the Plan, the terms of which are
incorporated in this Agreement. Capitalized terms used in this Agreement that are not defined in
this Agreement have the meanings as used or defined in the Plan.
2. Award. The number of shares of restricted stock subject to this Agreement is
20,000.
3. Vesting/Forfeiture.
(a) The shares of restricted stock shall vest in equal increments of 5,000 shares on April 19,
2006, July 19, 2006, October 19, 2006 and January 19, 2007, as long as the Recipient is still a
director or SFBC on the applicable vesting date.
(b) Notwithstanding the foregoing, if the Recipient is removed as a director by the vote or
written consent of the stockholders, or if he is not re-elected a director at the next meeting of
stockholders at which directors are elected, all unvested shares of restricted stock shall vest
immediately prior to such event.
(c) Notwithstanding any other provision of this Agreement, at the option of the Board of
Directors, all RSUs, whether vested or unvested, shall be immediately forfeited in the event of:
| (i) | Purchasing or selling securities of SFBC in violation of the SFBC’s inside information guidelines then in effect; | ||
| (ii) | Breaching any duty of confidentiality including that required by SFBC’s inside information guidelines then in effect; | ||
| (iii) | Competing with SFBC; or | ||
| (iv) | Recruitment of SFBC personnel before or after termination of services as a director. |
4. Notices and Addresses. All notices, offers, acceptance and any other acts under
this Award Agreement (except payment) shall be in writing, and shall be sufficiently given if
delivered
to the addressees in person, by Federal Express or similar overnight next business day delivery, or
by facsimile delivery followed by overnight next day delivery, as follows:
To the Company:
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SFBC International, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 |
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With a copy to:
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Xxxxxxx X. Xxxxxx, Esq. Xxxxxx Xxxxxx, LLP 0000 Xxxx Xxxxx Xxxxx Xxxx., Xxxxx 000 Xxxx Xxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 |
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To the Recipient:
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Xxxx Xxxxxx 00000 XX 0xx Xxxxxx Xxxxx 000 Xxxxx Xxxxx Xxxxx, XX 00000 Facsimile: (000) 000-0000 |
or to such other address as either of them, by notice to the other may designate from time to time.
The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of
successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery
in person or by mailing.
5. Counterparts. This Award Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall constitute one and the
same instrument. The execution of this Award Agreement may be by actual or facsimile signature.
6. Attorney’s Fees. In the event that there is any controversy or claim arising out
of or relating to this Award Agreement, or to the interpretation, breach or enforcement thereof,
and any action or proceeding is commenced to enforce the provisions of this Award Agreement, the
prevailing party shall be entitled to a reasonable attorney’s fee, costs and expenses.
7. Severability. If any term or condition of this Award Agreement shall be invalid or
unenforceable to any extent or in any application, then the remainder of this Award Agreement, and
such term or condition except to such extent or in such application, shall not be affected hereby
and each and every term and condition of this Award Agreement shall be valid and enforced to the
fullest extent and in the broadest application permitted by law.
8. Entire Agreement. This Agreement represents the entire agreement and understanding
between the parties and supersedes all prior negotiations, understandings, representations (if
any), and agreements made by and between the parties. Each party specifically acknowledges,
represents and warrants that they have not been induced to sign this Agreement
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9. Governing Law. This award shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to principles of conflicts of laws.
10. Headings. The headings in this Agreement are for the purpose of convenience only
and are not intended to define or limit the construction of the provisions hereof.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered as of the date aforesaid.
| SFBC INTERNATIONAL, INC. | ||
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By:
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| RECIPIENT | ||
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By:
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