EUROSEAS LTD. RESTRICTED STOCK AWARD AGREEMENT
Exhibit
4.6
THIS
RESTRICTED STOCK AWARD AGREEMENT UNDER THE EUROSEAS LTD. 2007 EQUITY INCENTIVE
PLAN, dated as of [INSERT DATE], 20__ (the “Grant Date”), is made by and between
Euroseas Ltd. (the “Company”) and [INSERT GRANTEE’S NAME] (the
“Grantee”).
This
Restricted Stock Award Agreement (this “Award Agreement”) sets forth the terms
and conditions of an award of [INSERT NUMBER] shares (the “Award”) of the
Company’s common stock, par value $0.03 per share (“Shares”), that are subject
to certain restrictions on transfer and risks of forfeiture and other terms
and
conditions specified herein (“Restricted Shares”) and that are granted to the
Grantee under the Euroseas Ltd. 2007 Equity Incentive Plan (the
“Plan”).
THIS
AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD
AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU WILL HAVE CONFIRMED YOUR ACCEPTANCE
OF THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
SECTION
1. Definitions. Capitalized terms used in this Award
Agreement that are not defined in this Award Agreement have the meanings as
used
or defined in the Plan.
SECTION
2. The Plan. This Award is made pursuant to the Plan, the
terms of which are incorporated herein by reference, and in all respects shall
be interpreted in accordance with the Plan. The grant and terms of this
Award are subject to the provisions of the Plan and to interpretations,
regulations and determinations concerning the Plan established from time to
time
by the Administrator in accordance with the provisions of the Plan, including,
but not limited to, provisions pertaining to (a) rights and obligations
with respect to withholding taxes, (b) the registration, qualification or
listing of the Company’s shares, (c) capital or other changes of the
Company and (d) other requirements of applicable law. The
Administrator shall have the authority to interpret and construe this Award
pursuant to the terms of the Plan, and its decisions shall be conclusive as
to
any questions arising hereunder.
SECTION
3. Vesting and Delivery. (a) Vesting. The
Restricted Shares shall become vested, and the restrictions set forth in this
Award Agreement shall lapse, with respect to:
(i) 50%
of the Shares covered by this Award on December 20, 2007; and
(ii) 50%
of the Shares covered by this Award on December 15, 2008;
all
conditioned upon the Grantee’s continued service as a Key Person from the date
of this Award Agreement through the applicable vesting date.
(b)
Delivery of Shares. On or promptly following the date of the
Grantee’s delivery of an executed copy of this Award Agreement to the Company in
accordance with Sections 8 and 13 below, the Company shall issue, either in
certificated or book-entry form, Restricted Shares which shall be
registered in the Grantee’s name. The Company may hold such
Restricted Shares in escrow or may require that the Grantee deposit such
Restricted Shares (together with a stock power endorsed in blank) with the
Company or such other custodian as may be designated by the Administrator or
the
Company, including a transfer agent, and shall be held by the Company or other
custodian, as applicable, until such time, if any, as the Grantee’s rights with
respect to such Restricted Shares become vested. The Company shall
serve as attorney-in-fact for the Grantee until the Restricted Shares become
vested with full power and authority in the Grantee’s name to assign and convey
to the Company any Restricted Shares held by the Company or other custodian
for
such Grantee if the Grantee forfeits the shares under the terms of the Plan
or
this Award Agreement. Upon the vesting of the Grantee’s rights with
respect to such Restricted Shares, the Company or other custodian, as
applicable, will deliver such Restricted Shares, in the form of certificates
or
such other form as the Company may choose including through the DWAC system
or
the deposit thereof with a broker, to the Grantee or the Grantee’s legal
representative.
SECTION
4. Forfeiture of Restricted Shares. If the Grantee’s rights
with respect to any Restricted Shares awarded to the Grantee pursuant to this
Award Agreement have not become vested prior to the date of Grantee’s
termination of service as a Key Person for any reason (including death), the
Grantee’s rights with respect to such Restricted Shares shall immediately
terminate, and the Grantee will be entitled to no further payments or benefits
with respect thereto, and all dividends paid on such Restricted Shares that
have
not theretofore been directly remitted to the Grantee shall also shall be
forfeited, whether by termination of any escrow arrangement under which such
dividends are held or otherwise.
SECTION
5. Voting Rights; Dividends. Prior to the vesting of the
Restricted Shares, the Grantee shall not have the right to vote any Restricted
Shares or to exercise any rights, powers or privileges of a holder with respect
to such Restricted Shares, other than as set out in this
Section. Subject to a forfeiture of any Restricted Shares pursuant to
Section 4 above and subject to the terms of the Plan and this Award Agreement
(including Sections 3 and 6 hereof), the Grantee shall have the right to have
dividends accrue on such Restricted Shares; provided, however, that any
dividends, whether paid in shares or cash, with respect to the Restricted Shares
which have not vested at the time of the dividend payment, shall be held in
the
custody of the Company or other custodian and shall be subject to the same
restrictions that apply to the corresponding Restricted Shares.
SECTION
6. Non-Transferability of Restricted Shares. Unless otherwise
provided by the Administrator in its discretion, Restricted Shares may not
be
sold, assigned, transferred, pledged or otherwise encumbered or disposed
of. Any purported sale, assignment, transfer, pledge or other encumbrance
or disposition of Restricted Shares in violation of the provisions of this
Section 6 or the Plan, including Sections 2.7 and 3.3 thereof, shall be
void. This Award Agreement shall be binding upon and inure to the
benefit of the parties hereto and the successors and assigns of the
Company.
SECTION
7. Taxes. The delivery of Share certificates pursuant to
Section 3(b) above is conditioned on satisfaction of any applicable withholding
taxes in accordance with Section 3.4 of the Plan and this Award is in all
respects subject to all provisions of Sections 3.4 (i.e., regarding tax
withholding and other provisions regarding taxes) and 3.14 (regarding required
notifications if the Grantee makes an election under Section 83(b) of the Code)
of the Plan. Notwithstanding anything to the contrary contained in the
Plan or in this Award Agreement, to the extent that the Administrator determines
that the Plan or this Award is subject to Section 409A of the Code and fails
to
comply with the requirements of Section 409A of the Code, the Administrator
reserves the right to amend the Plan and/or amend, restructure or replace the
Award in order to cause the Award to either not be subject to Section 409A
of
the Code or to comply with the applicable provisions of such
section.
SECTION
8. Consents, Stop Transfer Orders and Legends. (a)
Consents. The Grantee’s rights in respect of the Restricted Shares
are conditioned on the receipt to the full satisfaction of the Administrator
of
(i) any required consents that the Administrator may determine to be necessary
or advisable (including, without limitation, the Grantee’s consenting to the
Company’s supplying to any third-party recordkeeper of the Plan such personal
information as the Administrator deems advisable to administer the Plan), and
(ii) the Grantee’s making or entering into such written representations,
warranties and agreements in connection with the acquisition of any Shares
pursuant to this Award as the Administrator may request in order to comply
with
applicable securities laws or this Award (including, without limitation, the
Grantee’s representing in writing to the Company (A) that it is the
Grantee’s intention to acquire the Shares under this Award Agreement for
investment and not with a view to the distribution thereof, (B) that the Grantee
shall comply with such restrictions on the subsequent transfer of such Shares
as
the Company or the Administrator shall deem necessary or advisable as a result
of any applicable law, regulation or official interpretation thereof and (C)
the
Grantee’s acknowledgment that all Share certificates delivered under this Award
Agreement shall be subject to such stop transfer orders and other restrictions
as the Company or the Administrator may deem advisable under the Plan, this
Award Agreement or the rules, regulations and other requirements of the SEC,
any
stock exchange upon which such Shares are listed, and any applicable securities
or other laws, and that certificates representing Shares may contain a legend
to
reflect any such restrictions).
(b) Stop
Transfer Orders and Legends. The Company may affix to certificates for
Shares issued pursuant to this Award Agreement, or may include in its issuance
instructions if such Shares are held in book entry form as set forth in Section
3(b) hereof, any legend or other restrictions that the Administrator determines
to be necessary or advisable (including to reflect any restrictions to which
the
Grantee may be subject under any applicable securities laws and/or with respect
to non-transferability pursuant to this Award Agreement). The Company
may advise the transfer agent to place a stop order against any legended Shares
or similar Shares held in book entry form. Unless otherwise
determined by the Administrator, any certificate or certificates representing
the Restricted Shares shall bear the following restrictive legend:
THE
SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE
SKY LAWS, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED
OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE
EXEMPTION THEREFROM AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
THE
SHARES OF COMMON STOCK REPRESENTED HEREBY ARE ISSUED PURSANT TO THE COMPANY’S
2007 EQUITY INCENTIVE PLAN AND ARE SUBJECT TO RESTRICTIONS, LIMITATIONS AND
PROVISIONS SET FORTH IN THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT,
INCLUDING THE VESTING SCHEDULE SET FORTH THEREIN.
SECTION
9. Changes in Capital Structure/Other Significant
Events. This Award may be subject to adjustment in the event of
certain changes in capitalization or other significant corporate events, as
more
fully set forth in Sections 1.5 and 3.5 of the Plan.
SECTION
10. Governing Law. This Award Agreement will be
construed and administered in accordance with the laws of the State of New
York,
without giving effect to the principles of conflict of laws.
SECTION
11. Headings. Headings contained herein are for the purpose of
convenience only and shall not be deemed in any way material or relevant to
the
construction or interpretation of this Award Agreement.
SECTION
12. Amendment and Termination of the Plan/Award. The
Plan and/or this Award may be amended, cancelled or terminated in accordance
with the terms of Section 3.1 of the Plan. No amendment to this Award
Agreement shall be effective unless in writing and executed by the Company,
provided that no amendment to the Plan or this Award shall materially impair
any
rights or materially increase any obligations under this Award without the
written consent of the Grantee. The Administrator, in its sole
discretion, may, in accordance with the terms of the Plan, accelerate the
vesting of all or any portion of the Restricted Shares at such time and under
such circumstances as the Administrator deems appropriate.
SECTION
13. Required Execution by Grantee; Counterparts. This Award
shall expire if this Award Agreement is not signed by the Grantee and returned
to the Company within five business days of receipt of an executed copy from
the
Company. This Award Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Signature
Page Follows
IN
WITNESS WHEREOF, the parties hereto have caused this Award Agreement to
be duly executed by the undersigned as of the date set forth below.
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Date:__________________
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By:
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Name:
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Title:
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Accepted
and Agreed:
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Date:___________________
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[INSERT
GRANTEE’S NAME]
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RETAIN
A COPY OF THIS AGREEMENT FOR YOUR RECORDS
