DGSE COMPANIES, INC. STOCK AWARD AGREEMENT
[STOCK
UNITS]
DGSE
COMPANIES, INC.
2006
EQUITY INCENTIVE PLAN
Unless
otherwise defined herein, capitalized terms shall have the defined meaning
set
forth in the DGSE Companies, Inc. 2006 Equity Incentive Plan.
1. NOTICE
OF STOCK UNIT GRANT
You
have
been granted Stock Units, subject to the terms and conditions of the Plan and
this Stock Award Agreement, as follows:
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Name
of Awardee:
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Total Number of Stock
Units Granted:
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Grant
Date:
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Vesting Commencement Date:
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Vesting
Schedule:
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The
first [25%] of the Stock Units subject to this Stock Award Agreement
shall
vest [on the Vesting Commencement Date], and [25%] of the Stock Units
subject to this Stock Award Agreement shall vest [each year thereafter],
subject to the Awardee continuing to be a Service Provider on such
dates.
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2. AGREEMENT
2.1 Grant
of Stock Units.
Pursuant to the terms and conditions set forth in this Stock Award Agreement
(including Section 1
above)
and the
Plan, the Administrator hereby grants to the Awardee named in
Section 1,
on the
Grant Date set forth in Section 1,
the
number of Stock Units set forth in Section 1.
2.2 Purchase
of Stock Units.
No
payment of cash is required for the Stock Units.
2.3 Vesting/Delivery
of Shares.
(A) General.
The
Awardee shall vest in the granted Stock Units in accordance with the vesting
schedule set forth in Section 1
above.
Within
[60] days following the date on which the Awardee vests in a Stock Unit, the
Company shall deliver to the Awardee one Share for each Stock Unit in which
the
Awardee becomes vested and such Stock Unit shall terminate.
(B) Fractional
Stock Units.
If
Awardee is vested in a fractional portion of a Stock Unit (a “Fractional
Portion”), such Fractional Portion shall not be converted into a Share or issued
to Awardee. Instead, the Fractional Portion shall remain unconverted until
the
final vesting date for the Stock Units; provided, however, that if Awardee
vests
in a subsequent Fractional Portion before the final vesting date for the Stock
Units and such Fractional Portion taken together with a previous Fractional
Portion accrued by Awardee under this Award would equal or be greater than
a
whole Share, then such Fractional Portions shall be converted into one Share;
provided, further, that following such conversion, any remaining Fractional
Portion shall remain unconverted. Upon the final vesting date, the value of
any
remaining Fractional Portion shall be rounded up to the nearest whole Stock
Unit
at the same time as the conversion of the remaining Stock Units and issuance
of
Common Stock described in Paragraph (A)
above.
2.4 Forfeiture
of Stock Units.
The
unvested Stock Units shall automatically be forfeited upon the Awardee’s
Termination of Service.
2.5 No
Interest in Company Assets.
The
Awardee shall have no interest in any fund or specific asset of the Company
by
reason of the Stock Units.
2.6 No
Rights as a Stockholder Before Delivery.
The
Awardee shall not have any right, title, or interest in, or be entitled to
vote
or receive distributions in respect of, or otherwise be considered the owner
of,
any of the shares of Common Stock covered by the Stock Units.
2.7 Regulatory
Compliance.
The
issuance of Common Stock pursuant to this Stock Award Agreement shall be subject
to full compliance with all applicable requirements of law and the requirements
of any stock exchange or interdealer quotation system upon which the Common
Stock may be listed or traded.
2.8 Withholding
Tax.
The
Company’s obligation to deliver any Shares upon vesting of Stock Units shall be
subject to the satisfaction of all applicable federal, state, local, and foreign
income and employment tax withholding requirements. The Awardee shall pay to
the
Company an amount equal to the withholding amount (or the Company may withhold
such amount from the Awardee’s salary) in cash. At the Administrator’s
discretion, the Awardee may pay the withholding amount with Shares; provided,
however, that payment in Shares shall be limited to the withholding amount
calculated using the minimum statutory withholding rates.
2.9 Plan.
This
Stock Award Agreement is subject to all provisions of the Plan, receipt of
a
copy of which is hereby acknowledged by the Awardee. The Awardee shall accept
as
binding, conclusive, and final all decisions and interpretations of the
Administrator upon any questions arising under the Plan and this Stock Award
Agreement.
2.10 Successors.
This
Stock Award Agreement shall inure to the benefit of and be binding upon the
parties hereto and their legal representatives, heirs, and permitted successors
and assigns.
2.11 Restrictions
on Transfer.
The
Stock Units may not be sold, assigned, transferred, pledged, or otherwise
encumbered, whether voluntarily or involuntarily, by operation of law or
otherwise. No right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance,
or
charge, whether voluntary, involuntary, by operation of law or otherwise, and
any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber,
or charge the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts, liabilities, or torts
of the person entitled to such benefits. Any assignment in violation of this
Section 2.11
shall be
void.
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2.12 Restrictions
on Resale.
The
Awardee agrees not to sell any Shares that have been issued pursuant to the
vested Stock Units at a time when Applicable Laws, Company policies, or an
agreement between the Company and its underwriters prohibit a sale. This
restriction shall apply as long as the Awardee is a Service Provider and for
such period after the Awardee’s Termination of Service as the Administrator may
specify.
2.13 Section
409A.
Notwithstanding anything herein or in the Plan to the contrary, this Stock
Award
Agreement is intended to comply with the requirements of Section 409A of the
Code, and shall be interpreted in a manner consistent with that
intention.
2.14 Entire
Agreement; Governing Law.
This
Stock Award Agreement and the Plan constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Awardee
with respect to the subject matter hereof, and may not be modified adversely
to
the Awardee’s interest except by means of a writing signed by the Company and
the Awardee. This Stock Award Agreement is governed by the internal substantive
laws, but not the choice of law rules, of Nevada.
2.15 No
Guarantee of Continued Service.
The
vesting of the Stock Units pursuant to the vesting schedule hereof is earned
only by continuing as a Service Provider at the will of the Company (and not
through the act of being hired, being granted Stock Units). This Stock Award
Agreement, the transactions contemplated hereunder, and the vesting schedule
set
forth herein constitute neither an express nor implied promise of continued
engagement as a Service Provider for the vesting period, for any period, or
at
all, and shall not interfere with Awardee’s right or the Company’s right to
terminate Awardee’s relationship as a Service Provider at any time, with or
without Cause.
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By
the
Awardee’s signature and the signature of the Company’s representative below, the
Awardee and the Company agree that this Award is granted under and governed
by
the terms and conditions of this Stock Award Agreement and the Plan. The Awardee
has reviewed this Stock Award Agreement and the Plan in their entirety, has
had
an opportunity to obtain the advice of counsel before executing this Stock
Award
Agreement and fully understands all provisions of this Stock Award Agreement
and
the Plan. The Awardee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions
relating to this Stock Award Agreement and the Plan.
The
Awardee further agrees that the Company may deliver by email all documents
relating to the Plan or this Award (including prospectuses required by the
Securities and Exchange Commission) and all other documents that the Company
is
required to deliver to its security holders (including annual reports and proxy
statements). The Awardee also agrees that the Company may deliver these
documents by posting them on a web site maintained by the Company or by a third
party under contract with the Company.
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AWARDEE:
______________________________
Signature
______________________________
Printed
Name
______________________________
Residence
Address
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DGSE
COMPANIES, INC.
By:
______________________________
Its:
______________________________
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