RESOURCE AMERICA, INC.
RESOURCE
AMERICA, INC.
2005
OMNIBUS EQUITY COMPENSATION PLAN
The
Compensation Committee of the Board of Directors of Resource America, Inc.
has
determined to grant to you a stock award under the Resource America, Inc. 2005
Omnibus Equity Compensation Plan (the “Plan”) for shares of common stock of
Resource America, Inc. The terms of the grant are set forth in the Stock Award
Agreement (the “Grant”) provided to you. The following provides a summary of the
key terms of the Grant; however, you should read the entire Grant, along with
the terms of the Plan, to fully understand the Grant.
SUMMARY
OF STOCK AWARD GRANT
Grantee: ___________________
Date
of Grant: _________
__, 200___
Total
Number of Shares Granted: __________________
Vesting
Schedule*: 25%
on
each of the first four anniversaries of the Date of Xxxxx
* The
Grantee must be employed by, or providing service to, the Employer (as defined
in the Plan) on the applicable date for the stock award to become vested on
such
date.
RESOURCE
AMERICA, INC.
2005
OMNIBUS EQUITY COMPENSATION PLAN
This
STOCK AWARD AGREEMENT, dated as of __________, 200____ (the “Date of Grant”), is
delivered by Resource America, Inc. (the “Company”), to ____________________
(the “Grantee”).
RECITALS
A. The
Resource America, Inc. 2005 Omnibus Equity Compensation Plan (the “Plan”)
provides for the grant of stock awards.
B. The
Compensation Committee of the Board of Directors of the Company (the
“Committee”) has decided to make a stock award grant, subject to the terms and
conditions set forth in this Agreement and the Plan, as an inducement for the
Grantee to promote the best interests of the Company and its stockholders.
The
Grantee may receive a copy of the Plan by contacting _____________ at
_______________.
NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:
1. Grant
of Stock Award.
Subject
to the terms and conditions set forth in this Agreement and the Plan, the
Company hereby grants the Grantee _____ shares of common stock of the Company,
subject to the vesting conditions and the restrictions set forth below and
in
the Plan (“Restricted Stock”) and acknowledges
payment by the Grantee of _____ ($0.01 per share) for the Restricted Stock.
Shares of Restricted Stock may not be transferred by the Grantee or subjected
to
any security interest until the shares have become vested pursuant to this
Agreement and the Plan.
2. Vesting
and Nonassignability of Restricted Stock.
(a) The
shares of Restricted Stock shall become vested, and the restrictions described
in Paragraphs 2(b) and 2(c) below shall lapse, if the Grantee is employed by,
or
providing service to, the Employer (as defined in the Plan) on the applicable
date:
Date Shares
for Which the Restricted Stock
Is
Vested
First
anniversary of the Date of Grant 25%
Second
anniversary of the Date of Grant
25%
Third
anniversary of the Date of
Grant 25%
Fourth
anniversary of the Date of
Grant 25%
The
vesting of the Restricted Stock is cumulative, but shall not exceed 100% of
the
shares of common stock of the Company subject to the Restricted Stock. If the
foregoing schedule would produce fractional shares of common stock of the
Company, the number of shares of common stock for which the Restricted Stock
becomes vested shall be rounded down to the nearest whole share of common stock.
The Restricted Stock shall become fully vested on the fourth anniversary of
the
Date of Grant, if the Grantee is employed by, or providing service to, the
Employer on such date.
(b) If
the
Grantee’s employment or service with the Employer terminates for any reason
before the Restricted Stock is fully vested, the shares of Restricted Stock
that
are not then vested shall be forfeited and must be immediately returned to
the
Company,
and the
Company shall pay to the Grantee, as consideration for the return of the
non-vested shares, the lesser of $0.01 per share or the Fair Market Value (as
defined in the Plan) of a share of common stock of the Company on the date
of
the forfeiture, for each returned share.
(c) During
the period before the shares of Restricted Stock vest (the “Restriction
Period”), the non-vested shares of Restricted Stock may not be assigned,
transferred, pledged or otherwise disposed of by the Grantee. Any attempt to
assign, transfer, pledge or otherwise dispose of the shares contrary to the
provisions hereof, and the levy of any execution, attachment or similar process
upon the shares, shall be null, void and without effect.
3. Issuance
of Certificates.
(a) Stock
certificates representing the shares of Restricted Stock may be issued by the
Company and held in escrow by the Company until the Restricted Stock vests,
or
the Company may hold non-certificated shares until the Restricted Stock vests.
During the Restriction Period, the Grantee shall receive any dividends or other
distributions with respect to the shares of Restricted Stock and may vote the
shares of Restricted Stock. In the event of a dividend or distribution payable
in stock or other property or a reclassification, split up or similar event
during the Restriction Period, the shares or other property issued or declared
with respect to the non-vested shares of Restricted Stock shall be subject
to
the same terms and conditions relating to vesting as the shares to which they
relate.
(b) When
the
Grantee obtains a vested right to shares of Restricted Stock, a certificate
representing the vested shares shall be issued to the Grantee, free of the
restrictions under Paragraph 2 of this Agreement.
4. Withholding.
The
Grantee shall be required to pay to the Employer, or make other arrangements
satisfactory to the Employer to provide for the payment of, any federal, state,
local or other taxes that the Employer is required to withhold with respect
to
the grant or vesting of the shares of Restricted Stock. Subject to Committee
approval, the Grantee may elect to satisfy any tax withholding obligation of
the
Employer with respect to the Restricted Stock by having shares withheld up
to an
amount that does not exceed the minimum applicable withholding tax rate for
federal (including FICA), state, local and other tax liabilities.
5. Restrictions
on Issuance or Transfer of Shares.
(a) The
obligation of the Company to deliver shares upon the vesting of the Restricted
Stock shall be subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration or qualification
of
the shares upon any securities exchange or under any state or federal law,
or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue of shares, the
shares may not be issued in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
of
any conditions not acceptable to the Committee. The issuance of shares to the
Grantee pursuant to this Agreement is subject to any applicable taxes and other
laws or regulations of the United States or of any state having jurisdiction
thereof.
(b) The
Grantee agrees to be bound by the Company’s policies regarding the transfer of
shares of the Company’s common stock and understands that there may be certain
times during the year in which the Grantee will be prohibited from selling,
transferring, pledging, donating, assigning, mortgaging, hypothetically or
encumbering shares.
6. Change
of Control.
The
provisions of the Plan applicable to a Change of Control shall apply to the
Restricted Stock, and, in the event of a Change of Control, the Committee may
take such actions as it deems appropriate pursuant to the Plan.
7. Grant
Subject to Plan Provisions.
This
grant 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 is subject to interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in accordance
with the provisions of the Plan, including, but not limited to, provisions
pertaining to (i) rights and obligations with respect to withholding taxes,
(ii)
the registration, qualification or listing of the shares, (iii) changes in
capitalization of the Company, and (iv) other requirements of applicable law.
The Committee shall have the authority to interpret and construe the grant
pursuant to the terms of the Plan, and its decisions shall be conclusive as
to
any questions arising hereunder.
8. No
Employment or Other Rights.
This
grant shall not confer upon the Grantee any right to be retained by or in the
employ or service of the Employer and shall not interfere in any way with the
right of the Employer to terminate the Grantee’s employment or service at any
time. The right of the Employer to terminate at will the Grantee’s employment or
service at any time for any reason is specifically reserved.
9. Assignment.
The
rights and protections of the Company hereunder shall extend to any successors
or assigns of the Company and to the Company’s parents, subsidiaries, and
affiliates. This Agreement may be assigned by the Company without the Grantee’s
consent.
10. Applicable
Law.
The
validity, construction, interpretation and effect of this instrument shall
be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the conflicts of laws provisions thereof.
11. Notice.
Any
notice to the Company provided for in this instrument shall be addressed to
the
Company in care of the President at the corporate headquarters of the Company,
and any notice to the Grantee shall be addressed to such Grantee at the current
address shown on the payroll of the Company, or to such other address as the
Grantee may designate to the Company in writing. Any notice shall be delivered
by hand, sent by telecopy or enclosed in a properly sealed envelope addressed
as
stated above, registered and deposited, postage prepaid, in a post office
regularly maintained by the United States Postal Service.
IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute
and attest to this Stock Award Agreement, and the Grantee has placed his or
her
signature hereon, effective as of the Date of Xxxxx.
RESOURCE
AMERICA, INC.
Attest:
By:
Name:
Title:
I
hereby
accept the grant of Restricted Stock described in this Agreement, and I agree
to
be bound by the terms of the Plan and this Agreement. I hereby further agree
that all of the decisions and determinations of the Committee with respect
to
the Restricted Stock shall be final and binding.
____________________________________
Grantee:
____________________________________
Date:
