GLOBAL TECHNOLOGY INDUSTRIES, INC. RESTRICTED STOCK AGREEMENT
June
5,
2006
Xxxxxx
X.
Xxxxxx
000
Xxxx
Xxxxxx - Xxxxx 0000
Xxx
Xxxx,
Xxx Xxxx 00000
Dear
Xx.
Xxxxxx:
This
Agreement confirms the grant of Restricted Stock to you effective as of June
5,
2006 by Global Technology Industries, Inc., upon the terms and conditions
described herein.
1. Grant
of Restricted Stock.
Pursuant to action of its Board of Directors, Global Technology Industries,
Inc.
(the “Company”) hereby grants you “Restricted Stock” for an aggregate of 23,000
shares of the Company’s Common Stock (the “Restricted Shares”) for $225.40 in
cash, at a purchase price of $0.0098 per share, subject to the terms and
conditions hereinafter set forth.
2. Closing.
The
transfer of the Restricted Shares (the “Closing”) shall occur simultaneously
with the execution of this Agreement. Concurrently with the execution of this
Agreement, (i) the Company shall have delivered to you a certificate
representing the Restricted Shares, and (ii) you shall have delivered to the
Company a duly executed (A) stock power, endorsed in blank, relating to the
Restricted Shares, and (B) a duly signed election under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”), with respect to the
grant of Restricted Shares; provided that the election shall only be delivered
if you intend to make such an election at the Closing.
3. Restrictions.
The
Restricted Shares are being awarded to you subject to the transfer and
forfeiture restrictions set forth below (the “Restrictions”), which shall lapse
after the expiration of the vesting periods described in paragraph 4 below.
(a) Transfer.
You may
not directly or indirectly, by operation of law or otherwise, voluntarily or
involuntarily, alienate, attach, sell, assign, pledge, encumber, charge or
otherwise transfer any of the Restricted Shares still subject to Restrictions.
(b) Forfeiture.
Upon
termination of your directorship with the Company for any reason, all Restricted
Shares for which the Restrictions have not lapsed at such time shall be returned
to or canceled by the Company, and shall be deemed to have been forfeited by
you. Upon a forfeiture of your Restricted Shares, the Company will not be
obligated to pay you any consideration whatsoever for the forfeited Restricted
Shares.
4. Lapse
of Restrictions.
(a) The
Restrictions shall lapse to the extent the Restricted Shares have become vested,
as follows:
(i) 33
1/3%
of the Restricted Shares shall become vested on the 12-month anniversary of
the
consummation of the Company’s initial public offering (the “Effective
Date”);
(ii) 33
1/3%
of the Restricted Shares shall become vested on the 24-month anniversary of
the
Effective Date; and
(iii) 33
1/3%
of the Restricted Shares shall become vested on the 36-month anniversary of
the
Effective Date.
(b) To
the
extent the Restrictions shall have lapsed under this paragraph 4 with respect
to
any portion of the Restricted Shares, those shares (“Vested Shares”) will be
free of the terms and conditions of this Agreement.
5. Adjustments.
The
terms “Restricted Shares” and “Vested Shares” shall include any shares or other
securities that you receive or become entitled to receive as a result of your
ownership of the original Restricted Shares.
6. Custody.
All
certificates representing the Restricted Shares (other than Vested Shares)
shall
be deposited, together with stock powers executed by you, in proper form for
transfer, with the Company. The Company is hereby authorized to effectuate
the
transfer into its name of all certificates representing the Restricted Shares
which are forfeited to the Company pursuant to paragraph 3 hereof. Certificates
representing shares as to which the Restrictions have lapsed shall, subject
to
any applicable securities law restrictions, be delivered by the Company to
you
or your personal representative.
7. Voting
and Other Rights.
(a) Upon
the
registration of the Restricted Shares in your name, you shall have all of the
rights and status as a stockholder of the Company with respect to the Restricted
Shares, including the right to vote such shares and to receive dividends or
other distributions thereon.
(b) The
grant
of the Restricted Shares to you does not confer upon you any right to continue
as a director of the Company.
8. Withholding
Taxes.
The
award or other transfer of the Restricted Shares, and the lapse of Restrictions
on the Restricted Shares, shall be conditioned further on any required
withholding taxes having been collected by lump sum payroll deduction or direct
payment to the Company.
9. Miscellaneous.
This
Agreement: (a) shall be binding upon and inure to the benefit of any successor
of the Company and your successors, assigns and estate, including your
executors, administrators and trustees; (b) shall be governed by the laws of
the
State of Delaware and any applicable laws of the United States; and (c) may
not
be amended except in writing and signed by both parties hereto.
2
To
confirm your acceptance of the foregoing, please sign and return one copy of
this Agreement to Xxxxxx X. Xxx at Global Technologies Industries,
Inc.
| GLOBAL TECHNOLOGY INDUSTRIES, INC. | ||
| |
|
|
| By: |
/s/
Xxxxxx X. Xxx
|
|
|
Name: Xxxxxx X. Xxx |
||
| Title: Chief Executive Officer | ||
ACCEPTED
AND AGREED:
|
/s/
Xxxxxx X. Xxxxxx
|
||||
|
|
||||
| Date: | June 5, 2006 |
3
Section
83(b)
Election
This
statement is made under Section 83(b) of the Internal Revenue Code of 1986,
as
amended, pursuant to Treasury Regulations Section 1.83-2.
|
a.
|
The
taxpayer who performed the services
is:
|
Name:
_____________________________________
Address:
___________________________________
__________________________________
Social
Security No.: ___________________________
|
b.
|
The
property with respect to which the election is made is ______ shares
of
the Common Stock of Global Technology Industries,
Inc.
|
|
c.
|
The
property was transferred on ________ __,
_____.
|
|
d.
|
The
taxable year for which the election is made is the calendar year
_____.
|
|
e.
|
The
property is subject to a risk of forfeiture pursuant to which the
taxpayer
will forfeit the property if taxpayer’s service with the issuer is
terminated. This risk of forfeiture lapses in a series of installments
over a three-year period ending on ________ ___,
_____.
|
|
f.
|
The
fair market value of such property at the time of transfer (determined
without regard to any restriction other than a restriction which
by its
terms will never lapse) is $_____ per
share.
|
|
g.
|
A
copy of this statement was furnished to Global Technology Industries,
Inc., for whom taxpayer renders the services underlying the transfer
of
such property.
|
|
h.
|
This
statement is executed on _______ __,
_____.
|
| Signature of Spouse (if any) | Signature of Taxpayer |
This
election must be filed with the Internal Revenue Service Center with which
the
taxpayer files his or her federal income tax returns and must be filed within
30
days after the date of purchase. This filing should be made by registered or
certified mail, return receipt requested. The taxpayer must retain two copies
of
the completed form for filing with his or her federal and state tax returns
for
the current tax year and an additional copy for his or her
records.
