TELECOMM SALES NETWORK, INC. RESTRICTED STOCK AGREEMENT
Exhibit
10.9
TELECOMM
SALES NETWORK, INC.
2006
STOCK INCENTIVE PLAN
AGREEMENT,
made as of the ___ day of ______________, 200__, by and between Telecomm Sales
Network, Inc., a Delaware corporation (the “Company”), and
___________________ (the “Participant”).
WITNESSETH:
WHEREAS,
pursuant to the Telecomm Sales Network, Inc. 2006 Stock Incentive Plan (the
“Plan”),
the
Company desires to grant the Participant, and the Participant desires to accept,
an award of Restricted Stock on the terms and conditions set forth in this
Agreement and the Plan.
NOW,
THEREFORE, the parties hereto agree as follows:
1.
Grant.
In consideration of past services to the Company, the Company hereby grants
to
the Participant ______________ shares of the Company’s common stock, $0.0001 par
value per share (the “Common
Stock”),
subject to the restrictions and risk of forfeiture contained herein and upon
the
other terms and conditions set forth in this Agreement and the Plan.
During the period which the shares of Common Stock are subject to the
restrictions and risk of forfeiture contained herein, such shares shall be
referred to as “Restricted
Stock.”
2.
Restrictions; Risk of Forfeiture.
The Restricted Stock may not be sold, assigned, transferred, disposed of,
pledged or otherwise hypothecated by the Participant. Any attempted sale,
assignment, transfer, disposition, pledge or hypothecation of shares of
Restricted Stock shall be void and of no effect and the Company shall have
the
right to disregard the same on its books and records and issue “stop transfer”
instructions to its transfer agent. The Restricted Stock may be forfeited
to the Company pursuant to Section 4, at which time the Company shall have
the right to instruct the Company’s transfer agent to transfer the Restricted
Stock to the Company. Notwithstanding anything herein to the contrary, the
Administrator may, in its sole discretion, accelerate or waive the restrictions
and risk of forfeiture to which the shares of Restricted Stock are subject,
in
whole or in part, based on such factors as the Administrator may determine
in
its sole discretion.
3.
Expiration of Transfer Restrictions and Risk of Forfeiture.
Except as provided herein or the Plan, the restrictions and risk of forfeiture
to which the shares of Restricted Stock are subject shall expire, and the shares
of Restricted Stock shall vest, with respect to the percentage of shares of
Restricted Stock set forth below on the vesting dates set forth below, provided
that the Participant remains continuously employed by the Company through each
applicable vesting date.
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Percentage
of Shares Vesting
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Vesting
Date(s)
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4.
Termination of Employment.
Unless otherwise provided in an employment agreement between the Participant
and
the Company, if the Participant’s employment with the Company is terminated for
any reason (or no reason), all shares of Restricted Stock shall be immediately
forfeited to the Company.
5.
Rights as a Stockholder.
All voting rights with respect to the Restricted Stock shall be exercisable
by
the Participant notwithstanding the restrictions imposed on the Restricted
Stock
herein. Any cash dividends paid on the Restricted Stock shall be remitted
to the Participant, subject to applicable withholding. Shares of Common
Stock distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, with respect to the Restricted Stock shall
be subject to the restrictions and risk of forfeiture to the same extent as
the
Restricted Stock.
6.
Stock
Certificates.
Unless the Administrator (as such term is defined in Section 2 of the Plan)
elects otherwise, the shares of Restricted Stock shall be evidenced by book
entries on the Company’s stock transfer records pending the lapse of the
restrictions thereon. The Participant shall execute and deliver to the
Company a duly signed stock power, endorsed in blank, relating to the shares
of
Restricted Stock.
7.
No
Employment Rights.
Nothing contained in the Plan or this Agreement shall confer upon the
Participant any right with respect to the continuation of his employment with
the Company or interfere in any way with the right of the Company at any time
to
terminate such employment or to increase or decrease, or otherwise adjust,
the
other terms and conditions of the Participant’s employment.
8.
Provisions of the Plan Control.
The provisions of the Plan, the terms of which are incorporated in this
Agreement, shall govern if and to the extent that there are inconsistencies
between those provisions and the provisions hereof. The Participant
acknowledges receipt of a copy of the Plan prior to the execution of this
Agreement.
9.
Tax
Withholding.
The Participant acknowledges that the Participant (and not the Company) shall
be
responsible for any tax liability that may arise as a result of this award
of
Restricted Stock. As a condition to the lapse of restrictions on the
Restricted Stock, or in connection with any other event that gives rise to
a
federal or other governmental tax withholding obligation on the part of the
Company relating to the Restricted Stock, the Company may; (i) deduct or
withhold (or cause to be deducted or withheld) from any payment or distribution
to the Participant whether or not pursuant to the Plan; or (ii) require the
Participant to remit cash (through payroll deduction or otherwise), in each
case, in an amount sufficient in the opinion of the Company to satisfy such
withholding obligation. At the sole discretion of the Administrator, the
Participant may satisfy the withholding obligation described under this
Section 9 by tendering previously-owned shares of Common Stock having a
Fair Market Value equal to the amount of tax to be withheld.
10.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of
the State of Delaware, without regard to its principles of conflict of
laws.
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11.
Miscellaneous.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and may not be modified other than by written
instrument executed by the parties.
IN
WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.
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TELECOMM SALES NETWORK, INC. | |
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By: |
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Name: |
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Title: |
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Agreed
and accepted:
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Participant
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