Restricted Stock Unit Agreement
MRU
HOLDINGS, INC.
2004
INCENTIVE PLAN
________________________________
________________________________
THIS
Restricted Stock Unit Agreement (the "Agreement") dated as of ________ (the
“Award Date”), by and between MRU Holdings, Inc., a Delaware corporation (the
"Company") and ________ (the "Employee"), is entered into as
follows:
WITNESSETH:
WHEREAS,
the Company has established the MRU Holdings, Inc. 2004 Incentive Plan, as
amended (the “Plan”), a copy of which is attached hereto or which has been
previously provided to the Employee;
WHEREAS,
the Compensation Committee of the Board of Directors of the Company has
determined that the Employee will be granted Restricted Stock Units (“RSUs”)
pursuant to the terms of the Plan and the terms of this Agreement;
NOW
THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth:
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1.
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Award
of Restricted Stock Units.
The Company hereby awards to Employee on the Award Date __________
(____________) RSUs subject to the terms and conditions set forth
in this
Agreement (the "Award").
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2.
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Satisfaction
of Vesting Restrictions.
No shares of the Company Stock will be issued before the Employee
completes the requirements that are necessary to vest in such shares
of
Company Stock underlying the RSUs. As soon as practicable after the
date
on which the RSUs vest in whole or part, the Company will issue to
the
Employee or the Employee’s duly-authorized transferee, free from vesting
restrictions (but subject to such legends as the Company determines
to be
appropriate), one share for each vested RSU with such number of shares
issued to the Employee being reduced by a number of shares having
a fair
market value equal to the minimum statutory tax withholding required
in
connection with the vesting of the Employee’s RSUs, and with cash being
withheld from the Employee’s pay for any additional withholding and
employment taxes that applicable tax laws may require. Certificates
shall
not be delivered to the Employee unless all applicable employment
and
tax-withholding obligations have been
satisfied.
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3.
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Terms
of the Plan Shall Govern.
The Award is made pursuant to, and is subject to the Plan, including,
without limitation, its provisions governing Cancellation and Rescission
of Awards. In the case of any conflict between the Plan and this
Agreement, the terms of the Plan shall control. Unless otherwise
indicated, all capitalized terms contained in this Agreement shall
have
the meaning assigned to them in the
Plan.
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1
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4.
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Restriction
Period.
The restriction period for the RSUs awarded to the Employee under
this
Agreement shall commence with the date of this Agreement set forth
above
and shall end, for the percentage of the RSUs indicated below, on
the date
when the RSUs shall have vested in accordance with the following
schedule:
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Date
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Vested
Percentage
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First
anniversary of the date of this Agreement
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__%
of the awarded RSUs
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Second
anniversary of the date of this Agreement
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__%
of the awarded RSUs
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Third
anniversary of the date of this Agreement
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__%
of the awarded RSUs
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5.
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Dividends.
With respect to each share of the Company’s Stock underlying an RSU
granted through this Award, the Employee will be entitled to receive
cash
dividends which were declared and paid to the holders of Company
Stock
between the Grant Date and the date such Company Stock is issued
to the
Employee after the Employee’s interest vests; subject to the treatment of
the Award upon termination of the Employee’s continued employment before
the particular record date for determining shareholders of record
entitled
to the payment of the cash or share-based dividends. When shares
are
delivered to the Employee or the Employee’s duly-authorized transferee
pursuant to the vesting of the RSUs, the Employee or the Employee’s
duly-authorized transferee shall also be entitled to receive, with
respect
to each share of Company Stock delivered, a number of shares equal
to the
share-based dividends which were declared and paid to the holders
of
Company Stock between the Award Date and the date such shares of
Company
Stock are issued, to the Employee, after the Employee’s interest vests. To
the extent that either (i) the Employee’s continued employment ends before
vesting of the RSUs subject to this Award or (ii) the Employee’s continued
employment does not result in full vesting of this Award, the Employee
will forfeit all share-based dividends (but not cash dividends)
attributable to all such non-vested
RSUs.
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6.
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Forfeiture
of RSUs.
Upon the Employee's Termination of Employment during the Restriction
Period, all RSUs covered by this Award that remain subject to restriction
shall be forfeited by the Employee; provided however, that if the
Employee's employment is involuntarily terminated during the Restriction
Period by the Company (other than for Cause), or in the event of
the
Employee's Retirement during the Restriction Period, the Compensation
Committee shall have the discretion to waive, in whole or in part,
any or
all remaining restrictions with respect to any or all of the RSUs
covered
by this Award.
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7.
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Change
in Control.
In the event of a Change in Control, all RSUs covered by this Award
shall
become free of all restrictions and become fully vested and
transferable.
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8.
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Designation
of Beneficiary.
Notwithstanding anything to the contrary contained herein or in the
Plan,
following the execution of this Agreement, the Employee may expressly
designate a death beneficiary (the “Death
Beneficiary”)
to the Employee’s interest, if any, in this Award and any underling shares
of Company Stock. The Employee shall designate the Death Beneficiary
by
completing and executing a designation of beneficiary agreement
substantially in the form attached hereto as Exhibit
B
(the “Designation
of Death Beneficiary”)
and delivering an executed copy of the Designation of Death Beneficiary
to
the Company. To the extent the Employee does not duly designate a
Death
Beneficiary who survives the Employee, the Employee’s estate will
automatically be the Employee’s
beneficiary.
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9.
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No
Right to Continued Employment.
Nothing contained in the Plan or this Agreement shall confer upon
the
Employee any right to continued employment nor shall it interfere
in any
way with the right of the Company or any subsidiary or Affiliate
to
terminate the employment of the Employee at any
time.
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10.
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Code
Section 409A.
Except to the extent otherwise specifically provided in an employment
agreement between the Employee and the Company, by signing this Agreement,
the Employee acknowledges that the Employee shall be solely responsible
for the satisfaction of any taxes that may arise pursuant to this
Award
under Code Sections 409A (regarding deferred compensation) or 4999
(regarding golden parachute excise taxes), and that the Company shall
not
have any obligation whatsoever to pay such taxes or otherwise indemnify
or
hold the Employee harmless from any or all of such taxes. The Company
shall have the sole discretion to interpret the requirements of the
Section 409A, for purposes of the Plan and this
Agreement.
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11.
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Withholding
of Taxes.
No later than the date as of which an amount first becomes includible
in
the Employee's gross income for Federal income tax purposes, the
Employee
shall pay to the Company or make arrangements satisfactory to the
Company
regarding the payment of, any Federal, state, local or foreign taxes
of
any kind required by law to be
withheld.
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12.
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Governing
Law.
The Award made and actions taken under the Plan and this Agreement
shall
be governed by and construed in accordance with the laws of the State
of
Delaware without taking into account its conflict of laws
provisions.
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13.
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Acceptance
of Award.
By the Employee's signature below, the Employee accepts the terms
of the
Award, as set forth in this Agreement and in the Plan. Unless the
Company
otherwise agrees in writing, this Agreement shall not be effective
as a
Restricted Stock Unit Award if a copy of this Agreement is not signed
and
returned to the Company.
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14.
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Modifications.
This Agreement may be modified or amended at any time, in accordance
with
Section 16 of the Plan and provided that the Employee must consent
in
writing to any modification that adversely and materially affects
any
rights or obligations under this Agreement (with such an affect being
presumed to arise from a modification that would trigger a violation
of
Section 409A of the Code).
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15.
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Headings.
Section and other headings contained in this Agreement are for reference
purposes only and are not intended to describe, interpret, define
or limit
the scope or intent of this Agreement or any provision
hereof.
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16.
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Severability.
Every provision of this Agreement and of the Plan is intended to
be
severable. If any term hereof is illegal or invalid for any reason,
such
illegality or invalidity shall not affect the validity or legality
of the
remaining terms of this Agreement.
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17.
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Counterparts.
This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall
be an
original, but all such counterparts shall together constitute one
and the
same instrument.
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18.
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Notices.
Any notice or communication required or permitted by any provision
of this
Agreement to be given to the Employee shall be in writing and shall
be
delivered electronically, personally, or sent by certified mail,
return
receipt requested, addressed to the Employee at the last address
that the
Company had for the Employee on its records. Each party may, from
time to
time, by notice to the other party hereto, specify a new address
for
delivery of notices relating to this Agreement. Any such notice shall
be
deemed to be given as of the date such notice is personally or
electronically delivered or properly
mailed.
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19.
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Binding
Effect.
Subject to the limitations stated above, this Agreement shall be
binding
upon and inure to the benefit of the parties' respective heirs, legal
representatives successors and
assigns.
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*
* * * *
Signature
Page to Follow
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IN
WITNESS WHEREOF, MRU Holdings, Inc. and the Employee have executed this
Agreement to be effective as of the date first written above.
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MRU
Holdings, Inc.
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By:
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Title:
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I
acknowledge receipt of a copy of the Plan (either as an attachment hereto or
that has been previously received by me) and that I have carefully read this
Agreement and the Plan. I agree to be bound by all of the provisions set forth
in this Agreement and the Plan.
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Date
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Employee
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5
EXHIBIT
A
MRU
HOLDINGS, INC.
2004
INCENTIVE PLAN
______________________
Plan
Document
______________________
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EXHIBIT
B
MRU
HOLDINGS, INC.
2004
INCENTIVE PLAN
_________________________________
Designation
of Death Beneficiary
_________________________________
In
connection with the Award(s) designated below that I have received pursuant
to
the MRU Holdings, Inc. 2004 Incentive Plan, as amended (the “Plan”), I hereby
designate the person specified below as the beneficiary upon my death of my
interest in such Award(s). This designation shall remain in effect until revoked
in writing by me.
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Name
of Beneficiary:
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Address:
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Social
Security No.:
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This
beneficiary designation relates to any and all of my rights under the following
Award or Awards:
¨
any
Award
that I have received or ever receive under the Plan.
¨
the
_________________ Award that I received pursuant to an award agreement dated
_________ __, ____ between myself and the Company.
I
understand that this designation operates to entitle the above named
beneficiary, in the event of my death, to any and all of my rights under the
Award(s) designated above from the date this form is delivered to the Company
until such date as this designation is revoked in writing by me, including
by
delivery to the Company of a written designation of beneficiary executed by
me
on a later date.
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Date:
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By:
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Name
of Participant
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Sworn
to
before me this
____day
of ____________, 200_
___________________________
Notary
Public
County
of ___________________
State
of ___________________
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