CHINA HOUSING AND LAND DEVELOPMENT , INC. FORM OF RESTRICTED STOCK AGREEMENT
CHINA
HOUSING AND LAND DEVELOPMENT , INC.
2007
STOCK INCENTIVE PLAN
FORM
OF RESTRICTED STOCK AGREEMENT
Name
of Grantee:
Number
of Shares: Grant
Date:
THIS
RESTRICTED STOCK AGREEMENT
is made
by and bet a _______________ (the “Company”) and the
[officer/employee/director/consultant] named above (the “Grantee”), as of the
date designated above (the “Grant Date”). This Agreement provides notice of the
terms and conditions applicable to a grant of Restricted Shares (as defined
below) made under the Company’s 2007 Stock Incentive Plan (as amended from time
to time, the “Plan”). By execution below, the Grantee agrees to be bound by the
terms and conditions described herein and the provisions of the Plan. Unless
otherwise defined herein, capitalized terms have the meanings ascribed to them
in the Plan.
1. Grant
of Award.
As of
the Grant Date, the Company hereby grants to the Grantee an award of __________
shares of the Company’s common stock, $.001 par value (“Common Shares”), subject
to the terms, conditions and restrictions set forth in this Agreement and the
Plan (the “Restricted Shares”).
2. Issuance
of Shares.
Certificates representing the Restricted Shares shall be issued in the name
of
the Grantee and held by the Company in escrow and shall remain in the custody
of
the Company until such Restricted Shares are released to the Grantee or
forfeited in accordance with this Agreement. As soon as practicable after the
vesting of the Restricted Shares (provided there has been no prior forfeiture
of
the Restricted Shares pursuant to the terms of this Agreement), the Company
shall cause to be delivered to the Grantee one or more unlegended stock
certificates in respect of the Restricted Shares which have vested.
3. Restrictions.
Prior
to vesting, the Restricted Shares and all rights with respect to such Restricted
Shares, may not be sold, assigned, transferred, exchanged, pledged, hypothecated
or otherwise encumbered or disposed of and shall be subject to the risk of
forfeiture contained in Section 5 of this Agreement (such limitations on
transferability and risk of forfeiture being herein referred to as the
“Restrictions”). Upon any attempt to so sale, assign, transfer, exchange,
pledge, hypothecate or otherwise encumber or dispose of such Restricted Shares,
contrary to the provisions hereof, such shares shall be immediately forfeited
to
the Company.
4. Vesting
of Restricted Shares.
(a) Performance-Based
Restricted Shares.
NYCDMS/1053202.1
(i) Performance
Period; Performance Goals.
The
vesting of the Restricted Shares will occur over a year period of time, January
1, 2007 to December 31, 2007 (the “Performance Period”). Within ninety (90) days
after the beginning of each period of service to which the performance goal
relates during the Performance Period, the Committee will establish a
performance goal for such calendar year based upon the Company’s annual net
profits as set forth in the Implementation Rules of the Plan attached hereto
as
Exhibit A (each such goal is hereinafter referred to as the “Performance
Measure” for the applicable year of the Performance Period). If the Performance
Measure for an applicable year of the Performance Period is attained, and if
the
Grantee remains in the continuous employ or service of the Company or any of
its
Subsidiaries through December 31 of the applicable year of the Performance
Period, then 100 percent of the Restricted Shares will vest as of the date
the
Committee determines that the Performance Measure has been attained. Unless
previously forfeited pursuant to Section 5 below, any Restricted Shares that
are
not vested pursuant to the provisions of this subsection 4(b)(i) as a result
of
the attainment of Performance Measures and continued employment or service
during the Performance Period automatically will be forfeited to the Company.
(ii) Effect
of Termination.
Except
as otherwise provided in this Agreement, if the Grantee’s employment or service
with the Company or any of its Subsidiaries is terminated prior to the end
of
the Performance Period by reason of the Grantee’s death, Disability or
retirement, then, based upon the Committee’s determination, a pro rata portion
of the Restricted Shares will become vested automatically, subject to the
attainment of the Performance Measures set forth in subsection 4(b)(i). The
pro
rata portion will be determined by calculating the total number of Restricted
Shares the Grantee would have received (through vesting of Restricted Shares)
if
the Grantee’s employment or service had not terminated prior to the end of the
Performance Period, and multiplying that number by a fraction, the numerator
of
which is the number of full and partial months of employment or service the
Grantee completed after the Grant Date, and the denominator of which is the
number of months in the Performance Period.
5. Forfeiture.
In the
event that the Grantee terminates employment or service with the Company and
its
Subsidiaries for any reason other than [his/her] death, Disability or
[retirement] prior to vesting of the Restricted Shares, such event shall
constitute an event of forfeiture and all Restricted Shares as to which the
Restrictions have not
lapsed
shall thereupon be forfeited by the Grantee to the Company without payment
of
any consideration by the Company, and neither the Grantee nor any successor,
heir, assign or personal representative of the Grantee shall have any right,
title or interest in or to such Restricted Shares or the certificates evidencing
them.
6. Rights
as a Stockholder.
Except
as otherwise specifically provided in this Agreement, upon the grant of an
award
of Restricted Shares, the Grantee shall have all the rights of a stockholder
with respect to the Restricted Shares, including, without limitation, the right
to vote the Restricted Shares and the right to receive any dividends with
respect thereto.
7. Adjustment
in Restricted Shares.
In the
event of any change in the outstanding Common Shares by reason of a stock
dividend or distribution, recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like, the [Board/Committee] shall make
equitable adjustments in the Restricted Shares corresponding to adjustments
made
by the [Board/Committee] in the number and class of Common Shares which may
be
issued under the Plan.
NYCDMS/1053202.1
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8. Withholding
Requirements.
Notwithstanding anything in this Agreement to the contrary, no certificate
representing any Restricted Shares may be released from the escrow established
pursuant to Section 2 of this Agreement unless and until the Grantee shall
have
delivered to the Company the full amount of any federal, state or local income
or other taxes which the Company may be required by law to withhold with respect
to such Restricted Shares.
9. Reservation
of Shares.
The
Company shall at all times during the term of this Agreement reserve and keep
available such number of Common Shares as will be sufficient to satisfy the
requirements of this Agreement.
10. Approval
of Counsel.
The
issuance and delivery of Restricted Shares pursuant to this Agreement and the
Plan and the resale of such shares shall be subject to approval by the Company’s
counsel of all legal matters in connection therewith, including, but not limited
to, compliance with the requirements of the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, and the requirements of any shares exchange upon which
the Restricted Shares may then be listed.
11. Section
83(b) Election.
The
Grantee hereby acknowledges that Grantee has been informed that an election
may
be filed by Grantee with the Internal Revenue Service, within thirty (30) days
of the Grant Date, electing pursuant to Section 83(b) of the Internal Revenue
Code (“Code”), to be taxed currently on the fair market value of the Restricted
Shares on the Grant Date. The Grantee shall notify the Company of [his/her]
election under Section 83(b) within thirty (30) days of the Grant Date. Xxxxxxx
acknowledges that Xxxxxxx has sought the advice of Xxxxxxx’s own tax advisors in
connection with the grant of the Restricted Shares and the advisability of
filing of such election under Section 83(b) of the Code. THE GRANTEE
ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE
ELECTION UNDER SECTION 83(b).
12. Notices.
Each
notice relating to this Agreement shall be in writing and delivered in person,
by recognized overnight carrier or by certified mail to the proper address.
All
notices to the Company shall be addressed to China Housing and Land Development
,Inc,,
Xx 0
Xxxxx Xxxx Xxxx, Xxxx
Xxxxxxx, X. X. China 710054, Attn: Xx. Xx Xxxx.
All
notices to the Grantee shall be addressed to the Grantee or such other person
or
persons at the Grantee’s home address as reflected on the records of the
Company. Anyone to whom a notice may be given under this Agreement may designate
a new address by notice to that effect.
13. Designation
of Beneficiary.
Grantee
may designate a Beneficiary or Beneficiaries and may change such designation
from time to time by filing a written designation of beneficiaries with the
[Board/Committee] on a form to be prescribed by it, provided that no such
designation shall be effective unless so filed prior to the death of the
Grantee.
NYCDMS/1053202.1
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14. Benefits
of Agreement.
This
Agreement shall be binding upon and shall inure to the benefit of the Company,
the Grantee and their respective heirs, executors, administrators, personal
representatives, successors and assigns.
15. Severability.
In the
event that any one or more provisions of this Agreement shall be deemed to
be
illegal or unenforceable, such illegality or unenforceability shall not affect
the validity and enforceability of the remaining legal and enforceable
provisions hereof, which shall be construed as if such illegal or unenforceable
provision or provisions had not been inserted.
16. Amendment.
This
Agreement may not be amended or modified except with the consent of the
[Board/Committee] and by a written instrument duly executed by the Grantee
and
the Company.
17. Governing
Law.
This
Agreement will be construed and governed in accordance with the laws of the
State of Nevada without regard to its principles of conflicts of
law.
18. Not
an
Employment Contract.
Nothing
contained in this Agreement nor the grant of Restricted Shares hereunder shall
be deemed to confer on Grantee any right to continue in the employment or other
service with the Company or any of its Subsidiaries, or to interfere, in any
manner, with the right of the Company (or its Subsidiaries) to terminate the
Grantee’s employment or other service at any time.
19. Incorporation
of Terms of Plan.
This
Agreement shall be interpreted under, and subject to, all of the terms and
provisions of the Plan, which are incorporated herein by reference. In the
event
of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern.
20. Compliance
with Code Section 409A.
It is
intended that this Agreement is exempt from the provisions of Section 409A
of
the Code.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
China
Housing and Land Development, Inc.
By:
________________________________________
Its:
________________________________________
Grantee
____________________________________________
NYCDMS/1053202.1
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