RESTRICTED SHARES AWARD AGREEMENT
Exhibit 10.9
This Restricted Shares Award Agreement (this
“Agreement”) is made and entered into as of
______________________________ (the “Grant Date”) by and between HireQuest, Inc., a
Delaware corporation (the “Company”) and ______________________ (the
“Director”).
WHEREAS, the Company has
adopted the Command Center, Inc. 2016 Stock Incentive Plan (the
“Equity Incentive
Plan”) under which awards
of Restricted Shares may be granted; and
WHEREAS, the Company has
adopted the 2019 HireQuest, Inc. Non-Employee Director Compensation
Plan (the “Director Compensation
Plan”);
and
WHEREAS, the Compensation
Committee and Board of Directors of the Company have determined
that it is in the best interests of the Company and its
shareholders to grant the award of Restricted Shares provided for
herein.
NOW, THEREFORE, the parties
hereto, intending to be legally bound, agree as
follows:
1. Grant
of Restricted Shares. Pursuant
to Section 8 of the Equity Incentive Plan, entitled Restricted
Awards, the Company hereby issues to the Director on the Grant Date
a Restricted Shares Award consisting of, in the aggregate,
________________ shares of Common Stock of the Company (the
"Restricted
Shares"), on the terms and
conditions and subject to the restrictions set forth in this
Agreement, the Director Compensation Plan, and the Equity Incentive
Plan. Capitalized terms that are used but not defined herein have
the meaning ascribed to them in the Equity Incentive Plan or the
Director Compensation Plan, as the case may be.
2. Consideration.
The grant of the Restricted Shares is made in consideration of the
services already rendered and to be rendered by the Director to the
Company and constitutes the entirety of the Initial Award of
Initial Restricted Shares as set forth in the Director Compensation
Plan.
3. Restricted Period;
Vesting.
3.1 Except
as otherwise provided herein, provided that the Director does not
experience a Separation from Service prior to the applicable
vesting date, the Restricted Shares will vest in accordance with
the following schedule:
[
reserved for vesting schedule ]
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The period over which the Restricted Shares vest
is referred to as the "Restricted
Period". If any vesting date,
as set forth above, would otherwise occur during a blackout period
pursuant to the Company’s Xxxxxxx Xxxxxxx Policy, said shares
shall vest on the first day immediately following the end of the
blackout period.
3.2 Except
as otherwise provided herein, if the Director experiences a
Separation from Service before the Restricted Shares vest, then the
unvested portion of the Restricted Shares shall be automatically
forfeited, provided,
however, that if the Director
is serving on the First Vesting Date or any anniversary thereof, he
or she shall not forfeit that year’s vesting solely because
vesting occurs during a blackout period.
3.3 The
foregoing vesting schedule notwithstanding, if the Director’s
service is involuntarily terminated other than for Cause and the
Director’s termination date occurs within 12 months following
the occurrence of a Change in Control, 100% of the unvested
Restricted Shares shall vest as of the date of the Director’s
termination of service.
4. Restrictions.
Subject to any exceptions set forth in this Agreement, the Director
Compensation Plan, and the Equity Incentive Plan, during the
Restricted Period, the Restricted Shares or the rights relating
thereto may not be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Director. Any attempt to
assign, alienate, pledge, attach, sell or otherwise transfer or
encumber the Restricted Shares or the rights relating thereto
during the Restricted Period shall be wholly ineffective and, if
any such attempt is made, the Restricted Shares will be forfeited
by the Director and all of the Director's rights to such shares
shall immediately terminate without any payment or consideration by
the Company.
5. Rights
as Shareholder; Dividends.
5.1 During
the Restricted Period, the Director shall have the right to vote
the Restricted Shares. In addition, the Director’s Restricted
Share Account shall be credited with stock equivalent to all
dividends paid by the Company during the Restricted Period. Said
dividends are subject to vesting of the Restricted Shares and shall
be forfeited in the event that the Restricted Shares do not vest
for any reason.
5.2 The
Company may issue stock certificates or evidence the Director's
interest by using a restricted book entry account with the
Company's transfer agent. Physical possession or custody of any
stock certificates that are issued shall be retained by the Company
until such time as the Restricted Shares vest.
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5.3 If
the Director forfeits any rights he or she has under this Agreement
in accordance with Section 3 of this Agreement, the Director shall,
on the date of such forfeiture, no longer have any rights as a
shareholder with respect to the Restricted Shares and any stock
paid as dividends with respect to the Restricted Shares, and shall
no longer be entitled to vote or receive dividends on such
shares.
6. No
Right to Continued Service on the Board. Neither the Equity Incentive Plan, the Director
Compensation Plan, nor this Agreement shall confer upon the
Director any right to be retained as a Director of the Company or
in any other capacity. Further, nothing in the Equity Incentive
Plan, the Director Compensation Plan, or this Agreement shall be
construed to limit the discretion of the Company to terminate the
Director's Continuous Service at any time.
7. Adjustments.
If any change is made to the outstanding Common Stock or the
capital structure of the Company, if required, the shares of Common
Stock shall be adjusted or terminated in any manner as contemplated
by Section 14 of the Equity Incentive Plan, entitled Adjustments
Upon Changes in Stock.
8. Tax
Liability and Withholding.
8.1 As
a condition to the issuance of any Restricted Shares, the Company
may withhold, or require the Director to pay or reimburse the
Company for, any taxes which the Company determines are required to
be withheld under federal, state or local law in connection with
the grant or vesting of the Restricted Shares.
8.2 Notwithstanding
any action the Company takes with respect to any or all income tax,
social insurance, payroll tax, or other tax-related withholding
("Tax-Related
Items"), the ultimate liability
for all Tax-Related Items is and remains the Director's
responsibility and the Company (a) makes no representation or
undertakings regarding the treatment of any Tax-Related Items in
connection with the grant or vesting of the Restricted Shares or
the subsequent sale of any shares and (b) does not commit to
structure the Restricted Shares to reduce or eliminate the
Director's liability for Tax-Related Items.
9. Compliance
with Law. The issuance and
transfer of shares of Common Stock shall be subject to compliance
by the Company and the Director with all applicable requirements of
federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company's shares of
Common Stock may be listed. No shares of Common Stock shall be
issued or transferred unless and until any then applicable
requirements of state and federal laws and regulatory agencies have
been fully complied with to the satisfaction of the Company and its
counsel. The Director understands that the Company is under no
obligation to register the shares of Common Stock with the
Securities and Exchange Commission, any state securities commission
or any stock exchange to effect such
compliance.
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10. Legends.
A legend may be placed on any certificate(s) or other document(s)
delivered to the Director indicating restrictions on
transferability of the Restricted Shares pursuant to this Agreement
or any other restrictions that the Committee may deem advisable
under the rules, regulations and other requirements of the
Securities and Exchange Commission, any applicable federal or state
securities laws or any stock exchange on which the shares of Common
Stock are then listed or quoted.
11. Notices.
Any notice required to be delivered to the Company under this
Agreement shall be in writing and addressed to the Secretary of the
Company at the Company's principal corporate offices. Any notice
required to be delivered to the Director under this Agreement shall
be in writing and addressed to the Director at the Director's
address as shown in the records of the Company. Either party may
designate another address in writing (or by such other method
approved by the Company) from time to time.
12. Governing
Law. This Agreement will be
construed and interpreted in accordance with the laws of the State
of Delaware without regard to conflict of law
principles.
13. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be
submitted by the Director or the Company to the Board of Directors
for review. The resolution of such dispute by the Board of
Directors shall be final and binding on the Director and the
Company.
14. Restricted
Shares Subject to Equity Incentive Plan. This Agreement is subject to the Equity
Incentive Plan as approved by the Company's shareholders. The terms
and provisions of the Equity Incentive Plan as it may be amended
from time to time are hereby incorporated herein by reference. In
the event of a conflict between any term or provision contained
herein and a term or provision of the Equity Incentive Plan, the
applicable terms and provisions of the Equity Incentive Plan will
govern and prevail. In the event of a conflict between any term or
provision contained herein and a term or provision of the Director
Compensation Plan, the Director Compensation Plan will govern and
prevail. In the event of a conflict between any term or provision
contained in the Director Compensation Plan and the Equity
Incentive Plan, the Equity Incentive Plan will govern and
prevail.
15. Section
409A.
This Agreement is intended to comply
with the requirements of Section 409A, to the extent applicable,
and shall be interpreted accordingly. Notwithstanding the
foregoing, the Company makes no representations or covenants that
any compensation paid or awarded under this Agreement will comply
with Section 409A.
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16. Successors
and Assigns. The Company may
assign any of its rights under this Agreement. This Agreement will
be binding upon and inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer set
forth herein, this Agreement will be binding upon the Director and
the Director's beneficiaries, executors, administrators and the
person(s) to whom the Restricted Shares may be transferred by will
or the laws of descent or distribution.
17. Severability.
The invalidity or unenforceability of any provision of the Equity
Incentive Plan, the Director Compensation Plan, or this Agreement
shall not affect the validity or enforceability of any other
provision of the Equity Incentive Plan, the Director Compensation
Plan, or this Agreement, and each provision of the Equity Incentive
Plan, the Director Compensation Plan, and this Agreement shall be
severable and enforceable to the extent permitted by
law.
18. Discretionary
Nature of Equity Incentive Plan. The Equity Incentive Plan is discretionary and
may be amended, cancelled or terminated by the Company at any time,
in its discretion. The grant of the Restricted Shares in this
Agreement does not create any contractual right or other right to
receive any Restricted Shares or other Awards in the future. Future
Awards, if any, will be at the sole discretion of the Company. Any
amendment, modification, or termination of the Plan shall not
constitute a change or impairment of the terms and conditions of
the Director's membership on the Board.
19. Amendment.
The Board of Directors has the right to amend, alter, suspend,
discontinue or cancel the Restricted Shares, prospectively or
retroactively; provided,
that, no such amendment shall
adversely affect the Director's material rights under this
Agreement without the Director's consent.
20. Arbitration.
Any and all claims arising out of or
relating to this Agreement shall be resolved by binding
arbitration. Arbitration shall occur in Charleston, South Carolina.
Arbitration shall proceed pursuant to the rules of the American
Arbitration Association except where this agreement conflicts with
those rules. In case of conflict, the terms of this agreement shall
govern. A mutually agreeable neutral arbitrator shall be selected
by the parties from a list provided by the local office of the
American Arbitration Association in the Charleston, South Carolina
region. The arbitration proceedings and opinion shall be
confidential. The arbitration hearing shall occur within 120 days
of the date it is filed. Notwithstanding anything in the rules of
the American Arbitration Association, the parties shall be allowed
to engage in discovery according to the following rules: each party
shall serve all interrogatories and requests for documents within
30 days of filing the arbitration. Each party shall be limited to
10 interrogatories and 5 document requests. Discovery shall be
fully responded to within 30 days of receipt. The parties may each
take 1 deposition including the deposition of an opposing party. No
other discovery shall be allowed except upon written motion to the
arbitrator. The arbitrator shall issue a written opinion including
findings of fact and conclusions of law within thirty days of the
conclusion of the arbitration hearing. The arbitrator may award any
relief, legal or equitable, to either party available under law or
which may be awarded by a court of competent jurisdiction where the
arbitration takes place provided, however
that the arbitrator shall not be
empowered to award punitive, consequential, or other exemplary
damages. The parties hereby expressly waive their right to recover
punitive, consequential, and exemplary damages in such a
proceeding. The parties shall have the rights to appeal or seek
confirmation or modification of such a decision that are set forth
in the Federal Arbitration Act. This arbitration agreement and any
arbitration shall be governed by the Federal Arbitration Act to the
exclusion of state law inconsistent therewith. The parties shall
share equally the administrative fees and arbitrator’s fees
and expenses unless a contrary provision of law governs. All other
costs and expenses associated with the arbitration, including,
without limitation, each party’s respective attorney’s
fees, shall be borne by the party incurring the
expense.
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21. Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together will constitute one
and the same instrument. Counterpart signature pages to this
Agreement transmitted by facsimile, by electronic mail in portable
document format (.pdf), or by any other electronic means intended
to preserve the original graphic and pictorial appearance of a
document, will have the same effect as physical delivery of the
paper document bearing an original signature.
22. Acceptance.
The Director hereby acknowledges receipt of a copy of the Equity
Incentive Plan, Director Compensation Plan, and this Agreement. The
Director has read and understands the terms and provisions thereof,
and accepts the Restricted Shares subject to all of the terms and
conditions of the Equity Incentive Plan, the Director Compensation
Plan, and this Agreement. The Director acknowledges that there may
be adverse tax consequences upon the grant or vesting of the
Restricted Shares or disposition of the shares and that the
Director has been advised to consult a tax advisor prior to such
grant, vesting or disposition.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
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COMPANY
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By: ________________________
Name:
Title:
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DIRECTOR
[ Reserved for Director Name ]
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By: ________________________
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