Home Solutions of America, Inc.
Exhibit 10.2
Home Solutions of America, Inc.
2001 Stock Plan
This Restricted Stock Purchase Agreement (this “Agreement”) is executed between Home
Solutions of America, Inc., a Delaware corporation (the “Company”) and Xxxxxxx X. Xxxxxxx, the
Chief Financial Officer of the Company on the date hereof (“Recipient”), effective this the
11th day of May, 2007 (the “Effective Date”). Unless otherwise defined in this
Agreement, the capitalized terms herein shall have the same meaning as defined in the Company’s
2001 Stock Plan (the “Plan”).
I. NOTICE OF RESTRICTED STOCK GRANT
The undersigned Recipient, in consideration of Recipient’s service as Chief Financial Officer
during the period from January 10, 2006 to December 31, 2006 (the “Compensation Period”) and his
performance during such period, is hereby awarded, in satisfaction of the long term incentive
compensation award granted to Recipient for the fiscal year ended December 31, 2006, the following
shares (the “Restricted Stock”) of the Company’s common stock, par value $0.001 per share (“Common
Stock”), subject to the restrictions set forth herein and in the Plan. The Restricted Stock is
subject to the terms and conditions of the Plan and this Agreement. Certain information relevant
to the grant of Restricted Stock to Recipient is set forth below:
Name of Recipient: |
Xxxxxxx X. Xxxxxxx | |||
Date of Grant: |
May 15, 2007 | |||
Type of Security: |
Common Stock | |||
Price per Share Paid by Recipient: |
$-0- per share | |||
Closing Price of Common Stock on Nasdaq on Date of
Grant: |
$5.54 per share | |||
Total Number of Shares of Restricted Stock Granted: |
17,148 shares | |||
Value of Shares: |
$ | 95,000 | ||
II. TERMS APPLICABLE TO RESTRICTED STOCK
1. Vesting. The Restricted Stock shall vest in accordance with the vesting schedule
attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject
to Recipient’s continuing service as an employee of the Company during the Compensation Period.
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Subject to any applicable provisions of any employment agreement between the Company and the
Recipient, which shall control in the event of any conflict between such employment agreement and
this Agreement, if Recipient does not serve as an employee of the Company for the entire
Compensation Period for any reason, all shares of Restricted Stock that are unvested on the
effective date of Recipient’s termination of employment with the Company shall be forfeited;
provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested
on or before the effective date of Recipient’s termination of employment with the Company. In the
event that any shares of Restricted Stock are forfeited by Recipient pursuant to the terms of this
Agreement, any employment agreement between Recipient and the Company, the Plan or otherwise, upon
such forfeiture (i) Recipient agrees to promptly return to the Company, all stock certificate(s)
evidencing the shares of Restricted Stock granted to Recipient, together with a duly executed stock
power and such other instruments of assignment and agreements as may be requested by the Company,
(ii) the unvested shares of Restricted Stock shall be cancelled and returned to treasury, and the
stock certificate(s) representing the unvested shares of Restricted Stock shall be cancelled (but
only with respect to unvested shares Restricted Stock), and (iii) the Company shall cause its
transfer agent to issue to Recipient, a new stock certificate representing any vested shares of
Restricted Stock to which Recipient is entitled as of the effective date of Recipient’s termination
of employment or other event resulting in the forfeiture of unvested shares of Restricted Stock.
2. Share Certificates. Each certificate issued in respect to the Restricted Stock
shall be registered in Recipient’s name and, at the Company’s request, deposited by him, together
with a stock power endorsed in blank, with the Company or its authorized escrow agent, and shall
bear the following legend (or a similar legend) together with any other appropriate legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON STOCK
REPRESENTED HEREBY ARE SUBJECT TO VESTING REQUIREMENTS AND
RESTRICTIONS ON TRANSFER PURSUANT TO THE TERMS AND CONDITIONS OF
THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED MAY 11, 2007,
ENTERED INTO BETWEEN THE REGISTERED OWNER AND HOME SOLUTIONS OF
AMERICA, INC. THE CORPORATION WILL FURNISH TO THE RECORD HOLDER OF
THIS CERTIFICATE, WITHOUT CHARGE, A COPY OF SUCH AGREEMENT UPON
WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL OR REGISTERED
OFFICE.
3. Disposition of Shares. Recipient will not, without the prior written consent of
the Company, directly or indirectly, offer, pledge, encumber, sell, assign, contract to sell, sell
short, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant for the sale of, lend or otherwise dispose of, transfer or convey
(collectively, “Transfer”) any unvested shares of Restricted Stock or any rights with respect
thereto. Any attempted transfer of unvested shares of Restricted Stock in violation of this
Section 3 will be null, void and of no force or effect.
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4. Voting. Recipient shall have the right to vote the vested and unvested shares of
Restricted Stock, except as otherwise provided by the Plan.
5. Compliance with Company Procedures, Laws and Regulations. The Transfer of the
Restricted Stock shall be subject to compliance by Recipient with the Company’s Xxxxxxx Xxxxxxx
Policy, the Company’s Code of Ethics, and all other codes and policies of the Company applicable to
the Transfer of the Restricted Stock. Further, any Transfer of the Restricted Stock shall comply
with all applicable requirements of federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company’s Common Stock may be listed or any
national quotations system upon which the Company’s Common Stock may be quoted at the time of such
Transfer. Recipient understands that the Company is under no obligation to register or qualify the
Restricted Stock with the Securities and Exchange Commission, any state securities commission or
any stock exchange to effect such compliance. Recipient agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent against the Transfer of Restricted Stock in
violation of any provision of this Agreement.
6. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The
Plan and this Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof, and supersede in their entirety all prior undertakings and agreements of the Company
and Recipient with respect to the subject matter hereof, and may not be modified adversely to
Recipient’s interest except by a writing signed by the Company and Recipient. This Agreement is
governed by the internal substantive laws but not the choice of law rules of the State of Delaware.
Venue for all disputes arising hereunder shall be proper exclusively in Dallas County, Texas.
7. No Guarantee of Continued Service. Recipient acknowledges and agrees that this
Agreement, the transactions contemplated hereunder and the terms and conditions set forth herein do
not constitute an express or implied promise of continued engagement as an employee for any period
or at all, and shall not interfere in any way with Recipient’s right or the Company’s right to
terminate Recipient’s service as an employee at any time.
8. Acknowledgement of Plan. Recipient acknowledges receipt of a copy of the Plan and
represents that he is familiar with the terms and provisions thereof, and hereby accepts the grant
of Restricted Stock and agrees to all of the terms and provisions thereof related thereto.
Recipient has reviewed the Plan and this Agreement in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. Recipient hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Agreement.
[The remainder of this page is left blank intentionally.]
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This Agreement has been executed by the Company and Recipient this the ___day of May, 2007,
effective for all purposes as of the Effective Date.
| COMPANY: HOME SOLUTIONS OF AMERICA, INC. |
||||
| By: | ||||
| Name: | Xxxxx X. Xxxxxxxx | |||
| Title: | Chairman, President and Chief Executive Officer |
|||
| RECIPIENT: |
||||
| Name: Xxxxxxx X. Xxxxxxx, Chief Financial Officer | ||||
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Exhibit A
Vesting Schedule
| Date | No. of Shares Vesting | |||
May 11, 2007 |
0 | |||
June 11, 2007 |
476 | |||
July 11, 2007 |
476 | |||
August 11, 2007 |
476 | |||
September 11, 2007 |
476 | |||
October 11, 2007 |
476 | |||
November 11, 2007 |
476 | |||
December 11, 2007 |
476 | |||
January 11, 2008 |
476 | |||
February 11, 2008 |
476 | |||
March 11, 2008 |
476 | |||
April 11, 2008 |
476 | |||
May 11, 2008 |
476 | |||
June 11, 2008 |
476 | |||
July 11, 2008 |
476 | |||
August 11, 2008 |
476 | |||
September 11, 2008 |
476 | |||
October 11, 2008 |
476 | |||
November 11, 2008 |
476 | |||
December 11, 2008 |
476 | |||
January 11, 2009 |
476 | |||
February 11, 2009 |
476 | |||
March 11, 2009 |
476 | |||
April 11, 2009 |
476 | |||
May 11, 2009 |
476 | |||
June 11, 2009 |
476 | |||
July 11, 2009 |
476 | |||
August 11, 2009 |
476 | |||
September 11, 2009 |
476 | |||
October 11, 2009 |
476 | |||
November 11, 2009 |
476 | |||
December 11, 2009 |
476 | |||
January 11, 2010 |
476 | |||
February 11, 2010 |
476 | |||
March 11, 2010 |
476 | |||
April 11, 2010 |
476 | |||
May 11, 2010 |
488 | |||
