EXHIBIT 10.1
ARCADIA RESOURCES, INC. 2006 EQUITY INCENTIVE PLAN
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made as of the
effective date specified in the attached Notice of Restricted Stock Award (the
"Effective Date") by and between ARCADIA RESOURCES, INC., a Nevada corporation
(the "Company"), and the undersigned employee of the Company or one or more of
the Company's subsidiaries or other person eligible to participate in the
Company's 2006 Equity Incentive Plan ("Grantee"). The Company and Grantee are
sometimes referred to individually as a "Party" and collectively as the
"Parties."
RECITALS
A. The Company desires that Grantee exert his or her utmost efforts to
improve the business and increase the assets of the Company.
B. As a matter of separate inducement and not in lieu of salary, other
compensation or benefits payable for the services of Grantee, the Company,
contingent on and subject to the terms and conditions of this Agreement, desires
to grant Grantee shares of the Company's fully-paid and non-assessable common
stock, $0.001 par value per share (the "Restricted Stock"). Shares of the
Restricted Stock are individually referred to as a "Share" and collectively as
the "Shares."
C. The Shares awarded under this Agreement are awarded in accordance with
the Company's 2006 Equity Incentive Plan (the "Plan") and the terms and
provisions of the Plan shall govern the award of Shares hereunder, unless
otherwise provided in this Agreement as permitted by the Plan.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants set forth below,
and other good and valuable consideration, the adequacy and receipt of which are
acknowledged, the Parties agree as follows:
1. GRANT OF RESTRICTED STOCK. Subject to and contingent on satisfaction of
all of the terms and conditions of this Agreement and the Plan, the Company
hereby grants to Grantee up to that total number of Shares of the Company's
Restricted Stock as are specified on the Notice of Award attached and
incorporated herein by this reference, contingent on and subject to vesting and
forfeiture as specified herein and the terms in the Notice of Award. Nothing in
this Agreement shall confer upon Grantee any right to commence or continue
employment with the Company or of any of its subsidiaries, nor interfere in any
way with the right of the Company or any subsidiary to terminate Grantee's
employment in accordance with Grantee's terms of employment which are on an AT
WILL basis unless specified otherwise in a written employment agreement.
2. VESTING. Shares of the Restricted Stock shall vest as described in the
Notice of Award. Grantee shall have rights as a shareholder in vested Shares of
the Restricted Stock. Subject to the terms of the Plan, upon any termination of
employment, whether by the Company or Grantee, whether for cause or without
cause, all unvested Shares of the Restricted Stock shall be automatically
forfeited and shall be null and void, except to the extent, if any, provided
otherwise in the Notice of Award.
3. TAX OBLIGATIONS AND WITHHOLDINGS. Pursuant to the provisions of the
Plan, Grantee shall be responsible for all tax obligations arising from the
grant and vesting of the Restricted Stock and Grantee also agrees to the
withholding of taxes as the Company deems necessary as required by law or
regulation. Prior to any event in connection with the Award (e.g., vesting) that
the Company determines may result in any tax withholding obligation, whether
United States federal, state, local or non-U.S., including any employment tax
obligation (the "Tax Withholding Obligation"), Grantee must arrange for the
satisfaction of the minimum amount of such Tax Withholding Obligation in a
manner acceptable to the Company. The Company does not make any representation
or undertaking regarding the treatment of any tax withholding in connection with
the grant or vesting of the Award or the subsequent sale of Shares subject to
the Award. The Company does not commit and is under no obligation to structure
the Award to reduce or eliminate Grantee's tax liability.
4. NONTRANSFERABILITY. This Agreement and unvested Shares shall not be
transferred, pledged, assigned, hypothecated or disposed of in any manner or by
operation of law, except as permitted in the case of death, by will or the laws
of descent and distribution or during Grantee's lifetime to Grantee's "family
member" (as defined in Form S-8) through gift or domestic relations order as
permitted by Form S-8 (as currently in effect or as it may be amended) and the
Plan, and shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition
contrary to the provisions hereof, including the levy of any execution,
attachment, or similar process, shall be null and void and not binding on the
Company. The terms of this Agreement shall be binding upon the executors,
administrators, heirs, and permitted successors and transferees of the Grantee.
No such transfer which is permitted hereunder shall be effective unless written
notice of the same shall have been given before such transfer to the Company and
the Company shall have given its written acknowledgment of the permissibility of
the transfer.
5. CHANGES IN CAPITAL STRUCTURE. In the event of changes in the outstanding
Common Stock of the Company by reason of a stock dividend, stock split, reverse
stock split, reorganization, recapitalization, merger, consolidation,
liquidation, separation, combination or exchange of stock, change in the
Company's business structure or sale or transfer of all or any part of the
Company's business or assets or other event defined in the Plan (referred to as
a "Capital Adjustment"), the number of Shares of Restricted Stock subject to
this Agreement shall be adjusted by the Company consistent with such Capital
Adjustment as provided in the Plan.
6. SECURITIES LAW COMPLIANCE. Grantee agrees that all transfers or other
dispositions of any interest in the Restricted Stock permitted hereunder shall
be made in compliance with applicable federal and state law and the Company's
policies on xxxxxxx xxxxxxx in effect from time to time.
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7. PLAN. Grantee acknowledges receipt of a copy of the Plan and represents
that he or she is familiar with the terms and provisions thereof, and hereby
accepts the Award subject to all of the terms and provisions in this Agreement
and the Plan. Grantee has reviewed this Agreement, the Notice and the Plan in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement or the Notice and fully understands all provisions of
this Agreement, the Notice and the Plan. Grantee hereby agrees that all
questions of interpretation and administration relating to this Agreement, the
Notice and the Plan shall be resolved by the Committee in accordance with
Section 6 of the Plan.
8. SHARE CERTIFICATES. The Company shall not be required to issue or
deliver any certificate evidencing the Shares, except if required by applicable
state law. Grantee agrees to the imprinting, so long as the Company determines
is required hereunder, of a legend on any stock certificate evidencing Shares in
substantially the following form or such other form as the Company shall
require:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
TERMS OF THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY
AND THE NAMED HOLDER. THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED ASSIGNMENT,
TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION CONTRARY TO THE
PROVISIONS THEREOF, INCLUDING THE LEVY OF ANY EXECUTION, ATTACHMENT, OR
SIMILAR PROCESS, SHALL BE NULL AND VOID AND NOT BINDING ON THE COMPANY.
9. ESCROW OF SHARES. For purposes of facilitating the enforcement of the
provisions of this Agreement, Grantee, if required by the Company, agrees,
immediately upon receipt of the certificate(s) for the Restricted Shares, to
deliver such certificate(s), together with an Assignment Separate from
Certificate in the form attached hereto as Exhibit A, executed in blank by
Grantee with respect to each such stock certificate, to the Secretary or
Assistant Secretary of the Company, or their designee, to hold in escrow for so
long as such Shares of Restricted Stock have not vested as set forth in the
Notice, with the authority to take all such actions and to effectuate all such
transfers and/or releases as may be necessary or appropriate to accomplish the
objectives of this Agreement in accordance with the terms hereof. Grantee hereby
acknowledges that the appointment of the Secretary or Assistant Secretary of the
Company (or their designee) as the escrow holder hereunder with the stated
authorities is a material inducement to the Company to make this Agreement and
that such appointment is coupled with an interest and is accordingly
irrevocable. Grantee agrees that such escrow holder shall not be liable to any
party hereto (or to any other party) for any actions or omissions unless such
escrow holder is grossly negligent relative thereto. The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time. Upon the vesting of the Shares of
Restricted Stock, the escrow holder will, without further order or instruction,
transmit to Grantee the certificate evidencing such Shares.
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10. GOVERNING LAW AND ARBITRATION. This Agreement and all disputes related
to this Agreement or the Restricted Stock shall be governed by and construed in
accordance with the laws of the State of Michigan notwithstanding the fact that
either party hereto is or may hereafter become domiciled or located in a
different state. Any dispute, controversy or claim arising out of or relating to
this to this Agreement or the Restricted Stock shall be resolved at arbitration
in accordance with the rules of the American Arbitration Association. The
arbitration shall be held at a location within Xxxxxxx County, Florida. The
parties hereto agree that any arbitration award rendered on any claim submitted
to arbitration shall be final and binding upon the parties and not subject to
appeal and that judgment may be entered upon any arbitration award by any court
of competent jurisdiction. The parties hereto agree that the expenses of any
arbitration shall be borne equally by the parties to the proceeding, provided
that each party shall bear its own attorneys fees and costs of its own experts,
evidence and the like. Notice of the demand for arbitration shall be given in
writing to the other party to this Agreement no later than within six (6) months
from the date the party asserting the claim should reasonably have been aware of
the same but in no event later than the period specified by the applicable
statute of limitations. The failure to give such notice shall operate to then
bar any action, liability and damages arising from or related to such alleged
dispute or claim, with the same force and effect as if the applicable statute of
limitations had expired. Grantee acknowledges and agrees that by making this
agreement to submit all claims to binding arbitration, Grantee hereby waives the
right to litigate in a court of law, and to trial by jury if applicable.
11. BINDING EFFECT AND WAIVER OF BREACH. Except as herein otherwise
expressly provided, this Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and assigns. The waiver
of breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach. Each and every right, remedy and power
hereby granted to any Party or allowed it by law shall be cumulative and not
exclusive of any other.
12. SEVERABILITY. If any of the provisions of this Agreement or the
application thereof to any Party under any circumstances is adjudicated to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Agreement or the application thereof.
13. INTERPRETATION OF AGREEMENT. Where appropriate in this Agreement, words
used in the singular shall include the plural, and words used in the masculine
shall include the feminine and neuter. All headings that are used in this
Agreement are for the convenience of the reader only and shall not be used to
limit or construe any of the provisions hereof.
14. SURVIVAL OF PROVISIONS. The representations, warranties, covenants,
obligations and undertakings of Grantee under this Agreement are continuing and
shall survive performance hereunder.
15. AMENDMENT OF AGREEMENT. The terms and provisions of this Agreement may
be altered or amended in any of their provisions only by the mutual written
agreement of the Parties hereto.
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16. SUCCESSORS. The Agreement shall inure to the benefit of the Company and
its successors and assigns, but may not be assigned or delegated by Grantee.
17. ADVICE OF COUNSEL. Grantee is entering into this contract freely and
voluntarily and has been advised to seek the advice of her legal counsel prior
to entering into this Agreement.
18. ENTIRE AGREEMENT. This Agreement, the Plan and the Notice (attached
hereto) (collectively, the "Award Documents") constitute the entire agreement
between the Parties with respect to the subject matter hereof and supersedes any
and all other previous or contemporaneous communications, representations,
understandings, agreements, negotiations and discussions, either oral or
written, between the Parties with respect to the subject matter hereof,
including Grantee's employment agreement with the Company to the extent, if any,
that it purports to contradict or vary the terms of the Award Documents. The
Parties acknowledge and agree that there are no written or oral agreements,
understandings, or representations, directly or indirectly related to the Award
Documents that are not set forth therein.
19. COUNTERPART/FACSIMILE SIGNATURES. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same Agreement. For purposes of this
Agreement, a facsimile or PDF signature shall be valid and enforceable as an
original.
20. INCORPORATION OF RECITALS. The Recitals set forth above are
incorporated herein by reference.
21. NOTICES. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery, upon
deposit for delivery by an internationally recognized express mail courier
service or upon deposit in the United States mail by certified mail (if the
parties are within the United States), with postage and fees prepaid, addressed
to the Grantee at its address as shown in these instruments, the Company at its
principal office, or to such other address as such party may designate in
writing from time to time to the other party.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the Effective Date.
ARCADIA RESOURCES, INC.,
a Nevada corporation
By:
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Its:
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ACCEPTED AND AGREED TO BY GRANTEE:
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Print Name of Grantee
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Signature of Grantee
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Social Security Number
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Date
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ARCADIA RESOURCES, INC. 2006 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK AWARD
NAME OF GRANTEE: _______________________________
ADDRESS OF GRANTEE: ____________________________
____________________________
____________________________
EFFECTIVE DATE OF AWARD: ______________________
AGGREGATE NUMBER OF SHARES OF RESTRICTED STOCK SUBJECT TO AWARD: Up to _______
Shares.
VESTING: Shares of the Restricted Stock shall vest as follows: _______________
OTHER: ____________________________
ARCADIA RESOURCES, INC.,
a Nevada corporation
By:
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Its:
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ACCEPTED AND AGREED TO BY GRANTEE:
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Print Name of Grantee
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Signature of Grantee
-------------------------------------
Social Security Number
-------------------------------------
Date
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EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, __________________________ hereby sells, assigns and
transfers unto ___________________________________________, __________________
(___________) shares of the Common Stock of Arcadia Resources, Inc., a Nevada
corporation (the "Company"), standing in his name on the books of, the Company
represented by Certificate No. __________ herewith, and does hereby irrevocably
constitute and appoint the Secretary of the Company attorney to transfer the
said stock in the books of the Company with full power of substitution.
DATED:
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Signature of Grantee
[PLEASE SIGN THIS DOCUMENT BUT DO NOT DATE IT. THE DATE AND INFORMATION OF THE
TRANSFEREE WILL BE COMPLETED IF AND WHEN THE SHARES ARE ASSIGNED.]
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