EXHIBIT 10.3
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made by and
between _________________ ("Recipient") and InfraSource Services, Inc., a
Delaware corporation (the "Company"), as of __________ __, 20__. Capitalized
terms used but not otherwise defined in this Agreement shall have the respective
meanings set forth in the Company's 2004 Omnibus Stock Incentive Plan (the
"Plan").
On ___________ __, 20__ (the "Date of Grant"), the Board of Directors of
the Company (the "Board"), in its capacity as Administrator under the Plan,
awarded the Recipient a Restricted Stock Award, pursuant to which the Recipient
was awarded __________ shares of common stock of the Company ("Common Stock"),
par value $.001 per share (the "Unvested Shares"), pursuant to and subject to
the terms and conditions of the Plan and this Agreement. The Restricted Stock
Award is made to the Recipient as compensation for his or her services provided
to the Company.
1. Repurchase Option.
(a) If Recipient's employment with the Company or any Parent or
Subsidiary is terminated for any reason, including death or Disability (such
date of termination of service is hereinafter referred to as the "Termination
Date"), the Company shall have the right, but not the obligation, to purchase
from Recipient, or Recipient's personal representative, as the case may be, any
or all of the Recipient's Unvested Shares that have not become vested pursuant
to Section 2(a) of this Agreement as of the Termination Date, at the par value
of the Unvested Shares (the "Repurchase Option") and otherwise in accordance
with the terms set forth below.
(b) The Company may exercise its Repurchase Option by delivering
personally or by registered mail, to Recipient (or his or her transferee or
legal representative, as the case may be), within twelve (12) months after the
date of termination, a notice in writing indicating the Company's intention to
exercise the Repurchase Option and setting forth a date for closing not later
than thirty (30) days from the mailing of such notice. The closing shall take
place at the Company's office. At the closing, the holder of the certificates
for the Unvested Shares being transferred shall deliver the stock certificate or
certificates evidencing the Unvested Shares, and the Company shall deliver the
purchase price therefor.
(c) If the Company does not elect to exercise the Repurchase Option
conferred above by giving the requisite notice within twelve (12) months
following the Termination Date, the Repurchase Option shall terminate.
2. Vesting; Change in Control.
(a) Vesting. Subject to the provisions of Section 1(a) and 1(b)
above, and subject to termination pursuant to Section 1(c) above, and provided
that the Share Vesting Date (as hereinafter defined) occurs prior to the
Recipient's Termination Date, the Repurchase Option shall automatically
terminate, and the Unvested Shares shall become vested ("Shares") on _______ __,
20__ (_____ years from the Date of Grant) (the "Share Vesting Date"); provided,
that, all or a portion of the Unvested Shares shall become vested sooner in the
event that the Company meets certain performance objectives set forth on
Schedule 1.
(b) Change in Control. If, during a Change in Control Period, the
Recipient's employment is terminated by the Company other than for Cause, or by
the Recipient for Good Reason, then immediately upon such termination any
unvested portion of the Unvested Shares shall vest and become exercisable in its
entirety.
(c) Definitions.
(i) For purposes of this Agreement, "Cause" shall have the
meaning set forth in the Recipient's employment agreement with the Company
or any Parent or Subsidiary, or if Recipient is not subject to any such
agreement, "Cause" shall mean (1) the continued failure by Recipient to
substantially perform his or her duties with the Company or any Parent or
Subsidiary or (2) the willful engaging by Recipient in gross misconduct
materially and demonstrably injurious to the Company or any Parent or
Subsidiary.
(ii) For purposes of this Agreement, "Good Reason" shall have
the meaning set forth in the Recipient's employment agreement with the
Company or any Parent or Subsidiary, or if Recipient is not subject to any
such agreement, "Good Reason" shall mean the Company's material reduction
of the Recipient's compensation or duties and responsibilities (without
Recipient's express written consent); provided, that Recipient has
provided the Company of written notice of the material breach and the
Company does not cure such breach within 15 days following the date
Recipient provides notice thereof to the Company.
(iii) For purposes of this Agreement, "Change in Control
Period" means the twelve month period commencing on the occurrence of a
Change in Control.
(iv) For purposes of this Agreement "Change in Control" means:
(1) a complete liquidation or dissolution of the Company; (2) a sale,
exchange or other disposition of all or substantially all of the Company's
business or assets; (3) any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company and any trustee or other fiduciary
holding securities under any employee benefit plan of the Company), is or
becoming the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of
the Company's then outstanding securities; (4) consummation of a merger,
consolidation or reorganization involving the Company, unless such merger,
consolidation or reorganization results in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity or parent thereof) more than fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or parent thereof
outstanding immediately after such merger, consolidation or
reorganization; or (5) a change in the constituency of the Board with the
result that individuals (the "Incumbent Directors") who are members of the
Board as of the Date of Grant cease for any reason to constitute at least
a majority of the Board; provided that any individual who is elected
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to the Board after the Date of Grant and whose nomination for election was
unanimously approved by the Incumbent Directors shall be considered an
Incumbent Director beginning on the date of his or her election to the
Board. A Change in Control may occur in a single transaction or a series
of transactions.
3. Transferability of the Shares; Escrow.
(a) Recipient hereby authorizes and directs the Secretary of the
Company, or such other person designated by the Company, to take such steps as
may be necessary to cause the transfer of the Unvested Shares as to which the
Repurchase Option has been exercised from Recipient to the Company.
(b) To insure the availability for delivery of Recipient's Unvested
Shares upon repurchase by the Company pursuant to the Repurchase Option under
Section 1, Recipient hereby appoints the Secretary of the Company, or any other
person designated by the Company as escrow agent, as his or her attorney-in-fact
to sell, assign and transfer unto the Company such Unvested Shares, if any,
repurchased by the Company pursuant to the Repurchase Option and shall, upon
execution of this Agreement, deliver and deposit with the Secretary of the
Company, or such other person designated by the Company, the share certificates
(which may be held in book entry form) representing the Unvested Shares,
together with the stock assignment duly endorsed in blank, attached hereto as
Exhibit A. The Unvested Shares and stock assignment shall be held by the
Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company
and Recipient attached as Exhibit B hereto, until the Company exercises its
Repurchase Option, until such Unvested Shares are vested, or until such time as
this Agreement no longer is in effect. As a further condition to the Company's
obligations under this Agreement, the spouse of the Recipient, if any, shall
execute and deliver to the Company the Consent of Spouse attached hereto as
Exhibit C. Upon vesting of the Unvested Shares pursuant to the provisions of
Section 2(a) of this Agreement, the escrow agent shall promptly deliver to the
Recipient the certificate or certificates representing such Shares in the escrow
agent's possession belonging to the Recipient in accordance with the terms of
the Joint Escrow Instructions, and the escrow agent shall be discharged of all
further obligations hereunder; provided, however, that the escrow agent shall
nevertheless retain such certificate or certificates if so required pursuant to
other restrictions imposed pursuant to this Agreement.
(c) The escrow agent shall not be liable for any act it may do or
omit to do with respect to holding the Shares in escrow and while acting in good
faith and in the exercise of its judgment.
(d) Any purported transfer or sale of the Shares shall be subject to
restrictions on transfer imposed by any applicable state and Federal securities
laws. Any transferee shall hold such Shares subject to all the provisions hereof
and shall acknowledge the same by signing a copy of this Agreement.
4. Ownership, Voting Rights, Duties. This Agreement shall not affect in
any way the ownership, voting rights or other rights or duties of Recipient,
except as specifically provided herein.
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5. Legends. The share certificate or certificates evidencing the Shares
issued hereunder shall be endorsed with the following legend (in addition to any
other legend or legends required under applicable Federal and state securities
laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN
AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
Upon lapse of such restrictions on transfer, the Company shall direct the
Company's transfer agent to remove such legend.
6. Adjustments. All rights and obligations under this Agreement are
subject to Section 3 of the Plan, the terms of which are incorporated herein by
this reference.
7. Notices. All notices and other communications under this Agreement
shall be in writing and shall be given by facsimile or first class mail,
certified or registered with return receipt requested, and shall be deemed to
have been duly given three days after mailing or 24 hours after transmission by
facsimile to the respective parties named below:
If to Company: InfraSource Services, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
If to Recipient: _________________________
at the address listed on the signature page to this
Agreement
Either party hereto may change such party's address for notices by notice duly
given pursuant hereto.
8. Survival of Terms. This Agreement shall apply to and bind Recipient and
the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, administrators and legal successors.
9. Section 83(b) Election. Recipient hereby acknowledges that he or she
has been informed that, with respect to the Unvested Shares, an election may be
filed by the Recipient with the Internal Revenue Service, within 30 days after
the award of the Shares, electing pursuant to Section 83(b) of the Code to be
taxed currently on any difference between the aggregate acquisition price of the
Shares and the aggregate Fair Market Value of the Shares on the date of
acquisition. A form of such election is attached hereto as Exhibit D.
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RECIPIENT ACKNOWLEDGES THAT IT IS RECIPIENT'S SOLE RESPONSIBILITY AND NOT
THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN
IF RECIPIENT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
RECIPIENT'S BEHALF. RECIPIENT MUST NOTIFY THE COMPANY IF HE OR SHE MAKES AN
ELECTION UNDER SECTION 83(B) OF THE CODE, AND PROVIDE A COPY OF THE ELECTION TO
THE COMPANY.
10. Representations. Recipient has reviewed with his or her own tax
advisors the Federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. Recipient is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. Recipient understands that he or she (and not
the Company) shall be responsible for any tax liability that may arise as a
result of this investment or the transactions contemplated by this Agreement.
11. Incorporation of Plan. The Plan is hereby incorporated by reference
and made a part hereof.
12. Amendments. This Agreement may be amended or modified at any time only
by an instrument in writing signed by each of the parties hereto.
13. Agreement Not a Contract of Employment. Neither this Agreement nor any
other action taken pursuant to this Agreement shall constitute or be evidence of
any agreement or understanding, express or implied, that the Recipient has a
right to continue to provide services as an officer, director, employee,
consultant or advisor of the Company or any Parent, Subsidiary or affiliate of
the Company for any period of time or at any specific rate of compensation.
14. Authority of the Board. The Board shall have full authority to
interpret and construe the terms of this Agreement. The determination of the
Board as to any such matter of interpretation or construction shall be final,
binding and conclusive.
15. Protections Against Violations of Agreement. No purported sale,
assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift,
transfer in trust (voting or other) or other disposition of, or creation of a
security interest in or lien on, any of the Shares by any holder thereof in
violation of the provisions of this Agreement, will be valid, and the Company
will not transfer any of said Shares on its books unless and until there has
been full compliance with said provisions to the satisfaction of the Company.
The foregoing restrictions are in addition to, and not in lieu of, any other
remedies, legal or equitable, available to enforce said provisions.
16. Market Stand-Off. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended, for such period as
the Company or its underwriters may request (such period not to exceed 180 days
following the date of the applicable offering), the Recipient shall not,
directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge,
offer, grant or sell any option or other contract for the purchase of, purchase
any option or other contract for the sale of, or otherwise dispose of or
transfer, or agree to engage in any of the foregoing transactions with respect
to, any Shares without the prior written consent of the Company or its
underwriters.
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17. Representation by Recipient. Recipient represents that he or she has
read this Agreement and is familiar with its terms and provisions. Recipient
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board upon any questions arising under this Agreement.
IN WITNESS WHEREOF, this Agreement is deemed made as of the date first set
forth above.
RECIPIENT: INFRASOURCE SERVICES, INC.
_____________________________ _______________________________
Signature
_____________________________ _______________________________
Print Name Title
_____________________________
Social Security Number
_____________________________
_____________________________
Residence Address
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Schedule 1
Performance Vesting
Vesting of the shares of restricted stock granted to Recipient on ________ __,
____ ("Restricted Shares") will accelerate upon achievement of _________________
targets to be set by the Compensation Committee of the Board of Directors of
InfraSource Services, Inc. ("Compensation Committee"). The __________ targets
will be computed based on _______________________________. When a ____________
target is achieved, 25% of the Restricted Shares (referred to as a Tranche) will
vest on the Accelerated Vesting Date (defined below). ____________ target for
each fiscal year shall be defined as _______________.
Each Tranche is eligible for sequential accelerated vesting for each of fiscal
years ______ through _____; therefore, Tranche 1 is eligible for acceleration
for fiscal year _____ and forward, Tranche 2 is eligible for acceleration for
fiscal year _____ and forward, Tranche 3 is eligible for acceleration for fiscal
year _____ and forward and Tranche 4 is eligible for acceleration for fiscal
year ______ and forward. If for any fiscal year acceleration is not achieved
for an eligible Tranche, such Tranche will vest in any subsequent year that the
_________ target for such Tranche is achieved.
Once vested, shares cannot be forfeited even if _________ for future years is
below the _________ targets in subsequent years. In any year where a __________
target is achieved, the applicable shares that accelerate will vest on March 15
of the year after the ___________ targets are achieved ("Accelerated Vesting
Date") (for example, if Tranche 1 accelerates based on ______ results, the
vesting date will be March 15, ____). Recipient must continue to be employed by
InfraSource or one of its subsidiaries on the Accelerated Vesting Date in order
to be eligible for accelerated vesting.
EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _________________ (the "Recipient") hereby sells,
assigns and transfers unto INFRASOURCE SERVICES, INC., a Delaware corporation
(the "Company"), _____________________ (_____) shares of the Company's Common
Stock, $0.001 par value per share (the "Common Stock"), standing in his or her
name on the books of said corporation represented by Certificate No. _____
herewith and does hereby irrevocably constitute and appoint
______________________________ to transfer the said stock on the books of the
within named corporation with full power of substitution in the premises.
This Assignment Separate from Certificate may be used only in accordance
with the Restricted Stock Award Agreement (the "Agreement") of the Company and
the undersigned, dated _________ __, 20__.
Dated: _______________, __________ Signature: ______________________
INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this Assignment Separate from Certificate is to enable the
Company to exercise its "repurchase option," as set forth in the Agreement,
without requiring additional signatures on the part of the Recipient. This
Assignment Separate from Certificate must be delivered to the Company with the
above Certificate No. ______.
EXHIBIT B
JOINT ESCROW INSTRUCTIONS
______________, 20
INFRASOURCE SERVICES, INC.
Attention: Secretary
As Escrow Agent for both INFRASOURCE SERVICES, INC., a Delaware
corporation (the "Company"), and ________________ ("Recipient") of the Company's
Common Stock (the "Common Stock") you are hereby authorized and directed to hold
the documents delivered to you pursuant to the terms of that certain Restricted
Stock Award Agreement between the Company and Recipient, dated ___________ ___,
20__ (the "Agreement"), in accordance with the following instructions:
1. In the event the Company and/or any assignee of the Company (referred
to collectively for convenience herein as the "Company") exercises the Company's
repurchase option set forth in the Agreement (the "Repurchase Option"), the
Company shall give to Recipient and to you a written notice specifying the
number of shares of Common Stock (the "Shares") to be purchased, the purchase
price, and the time for a closing hereunder at the principal office of the
Company. Recipient and the Company hereby irrevocably authorize and direct you
to close the transaction contemplated by such notice in accordance with the
terms of said notice.
2. At the closing, you are directed (a) to date the Assignment Separate
From Certificate necessary for the transfer in question, (b) to fill in the
number of Shares being transferred, and (c) to deliver same, together with the
certificate evidencing the Shares to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price for the
number of Shares purchased pursuant to the exercise of the Company's Repurchase
Option.
3. Recipient hereby irrevocably authorizes the Company to deposit with you
any certificates evidencing the Shares to be held by you hereunder and any
additions and substitutions to said Shares as set forth in the Agreement.
Recipient does hereby irrevocably constitute and appoint you as Recipient's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such Shares all documents necessary or appropriate to make such Shares
negotiable and to complete any transaction herein contemplated, including but
not limited to, the filing with any applicable state blue sky authority of any
required applications for consent to, or notice of transfer of, the Shares.
Subject to the provisions of this Section 3, Recipient shall exercise all rights
and privileges of a shareholder of the Company while the stock is being held by
you.
4. Upon written request of the Recipient, but not more than once following
any Share Vesting Date, unless the Company's Repurchase Option has been
exercised, you will deliver to Recipient a certificate or certificates
representing the aggregate number of Shares that are not then subject to the
Company's Repurchase Option. Within 120 days after
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Recipient's termination of employment or service with the Company or any Parent
or Subsidiary (each, as defined in the Company's 2004 Omnibus Stock Incentive
Plan), you will deliver to Recipient, or Recipient's representative, as the case
may be, a certificate or certificates representing the aggregate number of
Shares held or issued pursuant to the Agreement and not purchased by the Company
or its assignees pursuant to exercise of the Company's Repurchase Option.
5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Recipient,
you shall deliver all of the same to Recipient and shall be discharged of all
further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked only
by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Recipient while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree, you shall not
be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any such order,
judgment or decree being subsequently reversed, modified, annulled, set aside,
vacated or found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.
10. You shall not be liable for the outlawing of any rights under the
Statute of Limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.
11. You shall be entitled, at the expense of the Company, to employ such
legal counsel and other experts as you may deem necessary and proper to advise
you in connection with your obligations hereunder, may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be an officer or agent of the Company or if you shall resign by
written notice to each party. In the event of any such termination, the Company
shall appoint a successor Escrow Agent.
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13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.
14. It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or as otherwise provided in the Agreement, but you shall be
under no duty whatsoever to institute or defend any such proceedings.
15. All notices and other communications under this Joint Escrow
Instructions shall be in writing and shall be given by facsimile or first class
mail, certified or registered with return receipt requested, and shall be deemed
to have been duly given three days after mailing or 24 hours after transmission
by facsimile to the respective parties named below at the following addresses or
at such other addresses as a party may designate by ten days' advance written
notice to each of the other parties hereto:
If to Company: InfraSource Services, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
If to Recipient: ______________
____________________________
____________________________
____________________________
Facsimile:
If to the Escrow Agent: INFRASOURCE SERVICES, INC.
Corporate Secretary
000 Xxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
Facsimile: (000) 000-0000
16. By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.
17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.
18. These Joint Escrow Instructions shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of Delaware.
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RECIPIENT: INFRASOURCE SERVICES, INC.
__________________________ ________________________________
Signature By
___________________ ________________________________
Print Name Title
__________________________
__________________________
Residence Address
ESCROW AGENT
__________________________
Corporate Secretary
EXHIBIT C
CONSENT OF SPOUSE
I, ______________________, spouse of _________________, have read and
hereby approve the Restricted Stock Award Agreement by and between
_______________ and INFRASOURCE SERVICES, INC., a Delaware corporation (the
"Company"), dated ___________ __, 20__ (the "Agreement"). In consideration of
the award of the Unvested Shares to my spouse, as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact with respect to the exercise of
any rights or obligations under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in said Agreement
or any shares of Common Stock issued pursuant thereto under the community
property laws or similar laws relating to marital property in effect in the
state of our residence as of the date of the signing of the foregoing Agreement.
Dated: _______________, 20__ Signature: ________________________
C-1
EXHIBIT D
ELECTION UNDER SECTION 83(B)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with taxpayer's receipt of the property described below:
The name address, taxpayer identification number and taxable year of the
undersigned are as follows:
NAME OF TAXPAYER: _____________________________________________
NAME OF SPOUSE: _______________________________________________
ADDRESS: ______________________________________________________
IDENTIFICATION NO. OF TAXPAYER: _______________________________
IDENTIFICATION NUMBER OF SPOUSE: ______________________________
TAXABLE YEAR: _________________________________________________
1. The property with respect to which the election is made is described as
follows: ______________ shares (the "Shares") of the Common Stock of INFRASOURCE
SERVICES, INC. (the "Company").
2. The date on which the property was transferred is: ______________, 20_.
3. The property is subject to the following restrictions:
The Shares may not be transferred and are subject to forfeiture
under the terms of an agreement between the taxpayer and the
Company. These restrictions lapse upon the satisfaction of certain
conditions in such agreement.
4. The fair market value at the time of transfer, determined without
regard to any restriction other than a restriction which by its terms will never
lapse, of such property is: $__________.
5. The amount (if any) paid for such property is: $_______________.
The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.
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The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.
Dated: __________________, 20__ ________________________________
Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated: __________________, 20__ ________________________________
Spouse of Taxpayer
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