EAU TECHNOLOGIES, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
2007
STOCK INCENTIVE PLAN
EMPLOYEE
This
Restricted Stock Award Agreement (“Agreement”)
was
made and entered into as of February 27, 2008 (“Date
of Grant”),
by
and between EAU Technologies, Inc., a Delaware corporation (hereinafter
“EAU”
or
the
“Company”),
and
________________, an employee of EAU (hereinafter “Employee”).
WITNESSETH:
WHEREAS,
the Board of Directors of EAU has adopted, and EAU’s stockholders have approved,
the EAU Technologies, Inc. 2007 Stock Incentive Plan (the “Plan”),
the
purpose of which is to promote the interests of EAU and its stockholders by
enhancing EAU’s ability to attract and retain the services of experienced and
knowledgeable employees and by encouraging such employees to acquire an
increased proprietary interest in EAU through the ownership of common stock,
$0.0001 par value, of EAU (“Common
Stock”);
and
WHEREAS,
the Plan provides that employees may receive awards of restricted shares of
EAU
Common Stock.
NOW,
THEREFORE, in consideration of the foregoing, the parties agree as follows:
| 1. |
GRANT
OF RESTRICTED STOCK AWARD.
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EAU,
as
authorized by the Committee, hereby grants to Employee
shares
(the “Shares”)
of
restricted Common Stock (the “Restricted
Stock Award”)
pursuant to the provisions of the Plan. The Restricted Stock Award shall be
subject to vesting as set forth in the Plan and summarized below:
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The
Restricted Stock Award shall vest in full on the first anniversary
of the
Date of Grant.
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| 2. |
RESTRICTION
ON TRANSFER.
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The
restricted Shares granted as a Restricted Stock Award and this Agreement shall
not be sold, pledged, assigned, transferred, or encumbered prior to the time
the
Restricted Stock Award vests as described herein.
| 3. |
DEPOSIT
WITH EAU.
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Each
certificate of Shares awarded hereunder shall be registered in the name of
the
Employee and left, prior to its vesting, on deposit with EAU with a stock power
endorsed in blank. Each such certificate will contain the following legend:
“The
sale
or other transfer of the shares of stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the EAU Technologies, Inc. 2007 Stock
Incentive Plan, and in the associated Award Agreement. A copy of the Plan and
such Award Agreement may be obtained from EAU Technologies, Inc.”
| 4. |
RIGHTS
AS STOCKHOLDER.
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Neither
the Employee nor any person claiming under or through the Employee will have
any
of the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Employee. After such
issuance, recordation and delivery, the Employee will have all the rights of
a
stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.
| 5. |
FORFEITURE.
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Except
as
set forth below and unless otherwise determined by the Committee, if Employee
ceases to be an Employee (as defined in the Plan) prior to the vesting of any
portion of the Restricted Stock Award, Employee shall forfeit the portion of
the
Restricted Stock Award which is not vested on the date he ceases to be an
Employee. Notwithstanding any contrary provision of this Agreement, the balance
of the Shares of Restricted Stock that have not vested pursuant to paragraph
1
will thereupon be forfeited and automatically transferred to and reacquired
by
the Company at no cost to the Company upon the date the Employee's employment
with the Company terminates for any reason. The Employee will not be entitled
to
a refund of the price paid for any Shares returned to the Company pursuant
to
this paragraph 5. The Employee hereby appoints the Company with full power
of
substitution, as the Employee's true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Employee to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate
or
certificates evidencing such unvested Shares to the Company upon such
violation.
| 6. |
ADJUSTMENT
TO AWARD IN CERTAIN EVENTS.
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In
the
event of a change in the capitalization of EAU due to a stock split, stock
dividend, recapitalization, merger, consolidation, combination, or similar
event, the aggregate shares subject to this Agreement shall be adjusted to
reflect such change.
2
| 7. |
NO
COMPROMISE WITH REGULATORY AUTHORITY.
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Notwithstanding
any other provision of this Agreement to the contrary, Employee agrees that
EAU
shall not be obligated to deliver any shares of Common Stock, if EAU determines
such delivery would violate any law or regulation of any governmental authority
or agreement between EAU and any national securities exchange upon which the
Common Stock is listed.
| 8. |
WITHHOLDING
OF TAXES.
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Notwithstanding
any contrary provision of this Agreement, no certificate representing the Shares
will be issued unless and until satisfactory arrangements (as determined by
the
Committee) will have been made by the Employee with respect to the payment
of
income and employment taxes which the Company determines must be withheld with
respect to such Shares. The Committee, in its sole discretion and pursuant
to
such procedures as it may specify from time to time, may permit the Employee
to
satisfy such tax withholding obligation, in whole or in part by (a) electing
to
have the Company withhold otherwise deliverable Shares of Restricted Stock,
or
(b) delivering to the Company already vested and owned Shares having a fair
market value equal to the minimum amount required to be withheld.
| 9. |
NO
EFFECT ON EMPLOYMENT.
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The
Employee's employment with the Company is on an at-will basis only. Accordingly,
the terms of the Employee's employment with the Company will be determined
from
time to time by the Company, and the Company will have the right, which is
hereby expressly reserved, to terminate or change the terms of the employment
of
the Employee at any time for any reason whatsoever, with or without good
cause.
| 10. |
PLAN
CONTROLS.
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In
the
event of a conflict between the terms of this Agreement and the Plan, the Plan
shall be the controlling document. Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Plan.
| 11. |
END
OF RESTRICTIONS; DELIVERY OF STOCK.
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If
all
terms and conditions of this Agreement are complied with in full, all
restrictions on the Restricted Stock Award referred to herein shall lapse.
[Signatures
on Following Page]
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
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/s/
XXXX XXXXXXX
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By:
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Xxxx
Xxxxxxx
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Chief
Executive Officer and President
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DIRECTOR
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«FirstName»
«LastName»
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