EXHIBIT 10.7
ORIGEN FINANCIAL, INC.
2003 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
NAME OF PARTICIPANT: __________________ (the "Participant")
NO. OF SHARES: __________________ Shares of Common Stock ("Shares")
GRANT DATE: _________, 200__ (the "Date of Grant")
Pursuant to the Origen Financial, Inc. 2003 Equity Incentive
Plan (the "Plan"), Origen Financial, Inc., a Delaware corporation (the
"Company"), hereby grants, sells and issues to the Participant, the Shares,
subject to the terms and conditions contained in this Restricted Stock Award
Agreement (the "Agreement") and in the Plan. The Participant agrees to the
provisions set forth herein and in the Plan and acknowledges that each such
provision is a material condition of the Company's agreement to issue and sell
the Shares to him or her. All references to share prices and amounts herein
shall be equitably adjusted to reflect stock splits, reverse stock splits, stock
dividends, recapitalizations, reclassifications, mergers, reorganizations and
similar changes affecting the capital stock of the Company, and any shares of
capital stock of the Company received on or in respect of Shares in connection
with any such event (including any shares of capital stock or any right, option
or warrant to receive the same or any security convertible into or exchangeable
for any such shares or received upon conversion of any such shares) shall be
subject to this Agreement on the same basis and extent at the relevant time as
the Shares in respect of which they were issued, and shall be deemed Shares as
if and to the same extent they were issued at the date hereof. All capitalized
terms used but not otherwise defined in this Agreement shall have the meanings
ascribed to such terms in the Plan.
1. Vesting Schedule.
(a) Subject to the restrictions and conditions set forth
in this Agreement and the Plan, the Shares shall vest as follows:
(i) 1/3 of the Shares vest on the earlier of (a) the
consummation of the Company's initial public offering
of its common stock, or (b) that date which is three
years from the Date of Grant (in either case, the
"Initial Vesting Date");
(ii) 1/3 of the Shares vest on the first anniversary of
the Initial Vesting Date; and
(iii) 1/3 of the Shares vest on the second anniversary of
the Initial Vesting Date;
(b) In addition to the restrictions on Shares set forth
in this Agreement, until a Share (an "Unvested Share") vests pursuant
to this Section 1 (a "Vested Share"), it shall not be liable for the
debts, contracts or obligations of Participant nor be subject to
disposition by assignment, transfer, sale, alienation, pledge,
encumbrance or any other means, whether such
disposition is voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or other legal or equitable
proceeding (including bankruptcy), and any attempted disposition of an
Unvested Share shall be null and void and of no force or effect;
provided, however, that this does not prevent transfers by will or by
the applicable laws of descent and distribution, or pursuant to the
terms of a Qualified Domestic Relations Order.
(c) In the event of Participant's Termination of Service
at any time for any reason other than the death of Participant, all
Unvested Shares shall be automatically forfeited to the Company and,
accordingly, Participant shall forfeit all right, title and interest in
and to such forfeited Shares. For purposes hereof, "Disability" shall
mean physical or mental incapacity for an aggregate period of at least
120 days within any period of 365 consecutive days.
(d) Notwithstanding anything to the contrary herein, upon
the death of Participant or the occurrence of a Change of Control
Event, all Unvested Shares shall immediately become fully vested and
not subject to forfeiture.
(e) Until such time as the Shares vest in accordance with
this Section 1, the stock certificate or certificates evidencing the
Shares shall be registered in the name of Participant but held in
escrow by the Company. As soon as practicable after the date upon which
any Shares become Vested Shares, the Company shall deliver to
Participant a certificate or certificates representing such Vested
Shares, registered in the name of Participant.
3. Plan Provisions Control. In the event that any provision of
this Agreement shall conflict with any term in the Plan as constituted on the
Date of Grant, the term in the Plan on the Date of Grant shall control. In
addition to the rights and restrictions contained in this Agreement, the Plan
contains additional restrictions on Shares, including, but not limited to,
limitations on vesting of Shares after a Termination of Service.
4. Investment Representations. In connection with the purchase
and sale of the Shares contemplated by this Agreement, the Participant hereby
represents and warrants to the Company as follows:
(a) The Participant is purchasing the Shares for the
Participant's own account for investment only, and not for resale or
with a view to the distribution thereof.
(b) The Participant has had such an opportunity as he or
she has deemed adequate to obtain from the Company such information as
is necessary to permit him or her to evaluate the merits and risks of
the Participant's investment in the Company and has consulted with the
Participant's own advisers with respect to the Participant's investment
in the Company.
(c) The Participant has sufficient experience in
business, financial and investment matters to be able to evaluate the
risks involved in the purchase of the Shares and to make an informed
investment decision with respect to such purchase.
(d) The Participant can afford a complete loss of the
value of the Shares and is able to bear the economic risk of holding
such Shares for an indefinite period.
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(e) The Participant understands that the Shares are not
registered under the Securities Act of 1933, as amended (the "Act") (it
being understood that the Shares are being issued and sold in reliance
on an exemption provided the Act or the rules promulgated thereunder)
or any applicable state securities or "blue sky" laws and may not be
sold or otherwise transferred or disposed of in the absence of an
effective registration statement under the Act and under any applicable
state securities or "blue sky" laws (or exemptions from the
registration requirements thereof). The Participant further
acknowledges that certificates representing the Shares will bear
restrictive legends reflecting the foregoing.
5. Withholding Taxes; 83(b) Election. In accordance with the
terms of the Plan, the Company is entitled to withhold (or secure payment from
Participant in lieu of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect to the award
or issuance of the Shares. Participant understands that the taxable income
recognized by Participant as a result of the award of the Shares would be
affected by a decision by Participant to make an election under Section 83(b) of
the Code (the "83(b) Election"), with respect to the Shares within thirty (30)
days after the Date of Grant. Participant acknowledges and agrees that he will
have the sole responsibility for determining whether to make an 83(b) Election
with respect to the Shares and for properly making such election and filing such
election with the relevant taxing authorities on a timely basis.
6. No Right to Employment. Neither the Company nor any Subsidiary
is obligated by or as a result of the Plan or this Agreement to continue the
Participant in the employment of, or service to, the Company, and neither the
Plan nor this Agreement shall interfere in any way with the right of the Company
or any Subsidiary to terminate the employment of, or consulting relationship
with, the Participant at any time.
7. Notices. Notices hereunder shall be mailed or delivered to the
Company at its principal place of business and shall be mailed or delivered to
the Participant at the address on file with the Company or, in either case, at
such other address as one party may subsequently furnish to the other party in
writing.
8. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, applied without
regard to conflict of law principles.
9. Participant's Acceptance of Agreement. The issuance of the
Shares is conditioned upon the acceptance by Participant of the terms of this
Agreement and of the Plan, as evidenced by Participant's execution of this
Agreement and the return of an executed copy, to the Secretary of the Company no
later than thirty days after the date set forth in the following paragraph. For
the convenience of the parties and to facilitate execution, this Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same document.
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IN WITNESS WHEREOF, this Restricted Stock Award Agreement is hereby
executed as of ______________, 200__.
ORIGEN FINANCIAL, INC., a Delaware corporation
By: ____________________________________________
Its: ___________________________________________
The undersigned Participant hereby accepts the Agreement and agrees to
all of the terms and conditions of the Agreement and the Plan.
________________________________________________
Signature of Participant
________________________________________________
Name of Participant
________________________________________________
Date
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