EXHIBIT 10.5
NEW FRONTIER ENERGY, INC.
RESTRICTED STOCK AWARD AGREEMENT
GRANTED TO: XXX XXXXX
XXXXX DATE: MAY 19, 2005
NUMBER OF SHARES: 100,000
This Restricted Stock Award Agreement (the "Agreement"), is made, effective
as of the 19th day of May, 2005 (hereinafter the "Date of Grant"), between New
Frontier Energy, Inc., a Colorado corporation (the "Corporation") and Xxx Xxxxx,
an officer and director of the Corporation ("Xxxxx").
RECITAL:
WHEREAS, the Board has determined that it is in the best interests of the
Corporation and its stockholders to grant the restricted stock award provided
for herein (the "Restricted Stock Award") to Xxxxx in connection with Xxxxx'
services to the Corporation, such grant to be subject to the terms set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
The parties have agreed as follows:
1. The Corporation grants to Xxxxx a restricted stock award in the number
of shares of the Corporation's $0.001 par value common stock noted above (the
"Restricted Shares"), on the date set forth above, subject to the following
terms and conditions.
(a) Vesting. The Restricted Shares shall be automatically vested to
Xx. Xxxxx.
(b) Taxes. Xxxxx shall pay to the Corporation promptly upon request,
and in any event at the time Xxxxx recognizes taxable income in respect of
the Restricted Stock Award, an amount equal to the taxes, if any, the
Corporation determines it is required to withhold under applicable tax laws
with respect to the Restricted Shares. Such payment shall be made in the
form of cash.
(c) Certificates. Certificates evidencing the Restricted Shares shall
be issued by the Corporation and shall be registered in Xxxxx' name on the
stock transfer books of the Corporation promptly after the date hereof.
(d) Restrictive Legend. All certificates representing Restricted
Shares shall have affixed thereto a legend in substantially the following
form, in addition to any other legends that may be required under federal
or state securities laws:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO
BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION.
2. Xxxxx' Representations and Warranties.
(a) Xxxxx has been provided with the opportunity to ask questions of
and receive answers from the other officers and directors of
Corporation, and has been provided full and complete access to
all books and records of Corporation that he considers material.
(b) Xxxxx is aware that the Restricted Shares have not been
registered under the Securities Act of 1933, as amended (the
"Act") nor under the securities act of any state, and that the
Restricted Shares may not be sold, transferred for value,
pledged, hypothecated, or otherwise encumbered in the absence of
an effective registration of them under the Act and/or the
securities laws of any applicable state or in the absence of an
opinion of counsel acceptable to Corporation and/or its stock
transfer agent (if such an opinion is requested), that such
registration is not required under such Act or acts. Xxxxx is
further aware that the stock certificates evidencing the
Restricted Shares being purchased will include a legend that
contains the above-described restrictions. Xxxxx acknowledges
that Corporation is granting the Restricted Shares pursuant to an
exemption from registration under the Act and applicable
exemptions from such state securities acts.
(c) Xxxxx further represents and warrants that:
(i) he is acquiring the Restricted Shares solely for his own
account and not on behalf of any other person;
(ii) he is acquiring the Restricted Shares for investment and not
for distribution or with the intent to divide his
participation with others or reselling or otherwise
distributing the Restricted Shares; and
(iii) he will not sell the Restricted Shares without registration
under the Act and any applicable state securities laws or
exemption therefrom.
3. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement between
the Corporation and Xxxxx, regarding granting the Restricted Shares to Xxxxx.
This Agreement shall not be modified except by written agreement signed by both
parties.
(b) Headings. The subject headings of the articles and sections contained
in this Agreement are included for convenience purposes only and shall not
control or affect the meaning, construction or interpretation of any provision
hereof.
(c) Assigns. This Agreement shall be binding upon the Corporation and
Xxxxx, their respective heirs, executors, legal representatives, successors and
assigns.
(d) Notices. All notices, demands, elections, opinions or requests (however
characterized or described) required or authorized hereunder shall be deemed
given sufficiently if in writing and sent by registered or certified mail,
return receipt requested and postage prepaid, or by tested telex, telegram or
cable to, in the case of the Corporation:
New Frontier Energy, Inc.
X.X. Xxx 000
Xxxxxxxxx, XX 00000-0000
and in the case of Xxxxx:
Xxx Xxxxx
0000 X. Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(e) Waiver and Severability. No waiver by either party of any breach or
default hereof by the other shall be deemed to be a waiver of any preceding or
succeeding breach or default hereof, and no waiver shall be operative unless the
same shall be in writing. Should any provision of this Agreement be declared
invalid by a court of competent jurisdiction, the remaining provisions hereof
shall remain in full force and effect regardless of such declaration.
(f) Counterparts. This Agreement may be executed in several counterparts,
and as to executed shall constitute one Agreement, binding on all parties
hereto, notwithstanding that all parties are not signatory as to other original
or the same counterpart. Facsimile signatures are acceptable.
(g) Time. Time is of the essence.
(j) Governing Law. This Agreement shall be construed under the laws of the
State of Colorado.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective on
the day and year first above written.
THE CORPORATION: XXX XXXXX:
NEW FRONTIER ENERGY, INC.
By: /s/ Xxxx X. Xxxxx /s/ Xxx Xxxxx
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Xxxx X. Xxxxx, President Xxx Xxxxx
