BK Technologies Corporation
Exhibit 10.3
BK Technologies Corporation
2017 Incentive Compensation Plan
All
capitalized terms used in this Restricted Share Agreement (this
“Agreement”),
but not otherwise defined herein, shall have the meanings ascribed
to them in the BK Technologies Corporation 2017 Incentive
Compensation Plan (the “Plan”).
I. NOTICE OF RESTRICTED SHARE
AWARD
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Grantee Name:
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Address:
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The
Grantee (as designated above) has been granted an Award of
Restricted Shares, subject to the terms and conditions of the Plan
and this Agreement, as follows:
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Date of Grant:
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Total Number of Restricted Shares:
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Vesting Schedule: The Restricted Shares shall be
vested based on the Grantee’s Continuous Service according to
the following vesting schedule:
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1. Grant of Restricted
Shares. The Company hereby grants to the Grantee named
in the Notice of Restricted Share Award (the “Grantee”), the number of
Restricted Shares set forth in the Notice of Restricted Share
Award, subject to the terms and conditions of the Plan, which is
incorporated herein by reference. In the event of
a conflict between the terms and conditions of the Plan and
this Agreement, the terms and conditions of the Plan shall prevail.
The Restricted Shares covered by this Award shall be represented by
a stock certificate registered in the Grantee’s name or by
uncertificated shares designated for the Grantee in book-entry form
on the records of the Company’s transfer agent subject to the
restrictions set forth in this Agreement. Any stock certificate
issued shall bear all legends required by law and necessary to
effectuate the provisions of this Agreement. Any stock certificate
or book-entry uncertificated shares evidencing such Shares shall be
held in custody by the Company.
2. Vesting of Restricted Shares.
The Restricted Shares shall become vested based on the
Grantee’s Continuous Service in accordance with the vesting
schedule set forth above in the Notice of Restricted Share Award,
and any unvested Restricted Shares shall automatically be forfeited
in the event of the termination of the Grantee’s Continuous
Service for any reason prior to a vesting date set forth in the
vesting schedule above. Notwithstanding the foregoing: (i) in the
event of a Change in Control, the vesting of the Restricted Shares
will be governed by the applicable provisions of Section 21 of the
Plan; and (ii) the Committee may, in its sole
discretion,
provide for the full or partial acceleration of vesting of the
Restricted Shares in connection with the termination of the
Grantee’s Continuous Service for any reason prior to a
vesting date, including, but not limited to, termination of
Continuous Service as a result of the Grantee’s death or
“Disability”,
defined as the Grantee’s permanent and total disability
(within the meaning of Section 22(e) of the Code), as determined by
a medical doctor satisfactory to the Committee.
3. Voting and Dividends. The
Grantee may exercise full voting rights with respect to the
Restricted Shares, whether or not vested. Any dividends paid with
respect to the Restricted Shares prior to vesting of the Restricted
Shares shall be automatically deferred and accumulated by the
Company in a bookkeeping account, and shall be paid to the Grantee
in cash (without interest) only at such times as the underlying
Restricted Shares become vested in accordance with this Agreement,
with the Grantee’s right to payment of any such dividends
being subject to the same risk of forfeiture, restrictions on
transferability, and other terms of this Agreement as are the
Shares with respect to which the dividends otherwise were
payable.
4. Restriction on Transfer. The
Grantee may not transfer any of the Restricted Shares prior to the
applicable vesting date, except by the laws of descent and
distribution.
5. Tax Obligations.
(a) Tax
Consequences. The Grantee has reviewed with the
Grantee’s own tax advisors the federal, state, local and
foreign tax consequences of this Award. The Grantee is
relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The
Grantee understands that the Grantee (and not the Company) shall be
responsible for any tax liability that may arise as a result of the
transactions contemplated by this Agreement and the
Plan.
(b) Withholding
Taxes. The Grantee may satisfy any federal, state
or local tax withholding obligation relating to the grant or
vesting of Restricted Shares under this Agreement by any of the
following means (in addition to the Company’s right to
withhold from any compensation paid to the Grantee by the Company,
including withholding from any cash dividends paid in connection
with the vesting of Restricted Shares hereunder) or by a
combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold Shares from the Restricted
Shares otherwise issuable to the Grantee under this Agreement;
provided, however, that no Shares are withheld with a value
exceeding the amount of tax required to be withheld by law based on
the maximum statutory tax rates in the applicable taxing
jurisdictions; or (iii) delivering to the Company owned and
unencumbered Shares. The Grantee agrees to make
appropriate arrangements with the Company for the satisfaction of
all federal, state, local and foreign income and employment tax
withholding requirements applicable to this Award.
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6. Entire Agreement; Governing
Law. The Plan and this Agreement 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 Grantee with respect to the
subject matter hereof, and may not be modified adversely to the
Grantee’s interest except by means of a writing signed by the
Company and the Grantee. This Agreement shall be
construed and enforced under the laws of the State of Nevada,
without regard to choice of law provisions thereof.
7. No Guarantee of Continued
Service. The Grantee acknowledges and agrees that
nothing in this Agreement or the Plan confer upon the Grantee any
right to continued employment or other service with the Company or
any Subsidiary or affiliate.
8.
Data Privacy. In
order to administer the Plan, the Company may process personal data
about the Grantee. Such data includes, but is not limited to the
information provided in this Agreement and any changes thereto,
other appropriate personal and financial data about the Grantee
such as home address and business addresses and other contact
information and any other information that might be deemed
appropriate by the Company to facilitate the administration of the
Plan. By signing this Agreement, the Grantee gives explicit consent
to the Company to process any such personal data. The Grantee also
gives explicit consent to the Company to transfer any such personal
data outside the country in which the Grantee works or is employed,
including, if the Grantee is not a U.S. resident, to the United
States, to transferees that shall include the Company and other
persons who are designated by the Company to administer the
Plan.
9.
Plan and Prospectus
Delivery. By signing this Agreement, the Grantee
acknowledges that a copy of the Plan, the Plan Summary and
Prospectus, and the Company’s most recent Annual Report and
Proxy Statement (the “Prospectus Information”) either
have been received by or provided to the Grantee, and the Grantee
consents to receiving the Prospectus Information electronically,
or, in the alternative, agrees to contact the Chief Financial
Officer of the Company to request a paper copy of the Prospectus
Information at no charge. The Grantee also represents that he or
she is familiar with the terms and provisions of the Prospectus
Information and hereby accepts the Restricted Shares on the terms
and subject to the conditions set forth herein and in the Plan. The
Grantee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any
questions arising under the Plan or this Agreement. The Grantee
further agrees to notify the Company upon any change in the
residence address indicated below.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Date of Grant.
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BK TECHNOLOGIES CORPORATION
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By:
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Name:
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Title:
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GRANTEE
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Name:
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Address:
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