Form of Global Traffic Network, Inc. Restricted Stock Agreement
Exhibit 10.1
This Restricted Stock Agreement (this “Agreement”) made effective as of
___, is by and between Global Traffic Network, Inc., a Nevada corporation (the
“Company”), and ___(the “Director”).
Background
A. Director is serving as a member of the Board of Directors of the Company (the “Board”) and
is not an employee of the Company or any of its subsidiaries (a “Non-Employee Director”) and the
Company desires to award Director for his or her services to the Company; and
B. The Company has adopted the 2005 Stock Incentive Plan (the “Plan”) pursuant to which shares
of common stock, $.001 par value, of the Company have been reserved for issuance under the Plan.
Now, Therefore, the parties hereto agree as follows:
1. Grant of Stock. Subject to the terms and provisions of this Agreement and the
Plan, the Company hereby grants to Director ___(___) shares of the Company’s
common stock (such shares are referred to hereinafter as the “Shares”). Upon the execution of this
Agreement, the Shares shall be registered on the books of the Company, and the Company shall cause
the transfer agent and registrar of its common stock to issue one or more certificates in
Director’s name evidencing the Shares (the “Stock Certificate”). Director shall immediately
thereafter deposit with the Company, together with a stock power endorsed in blank by Director, the
Stock Certificate to be held by the Company until such time as the restrictions set forth herein
and under the Plan have lapsed pursuant to paragraph 4 of this Agreement. The Stock Certificate
shall bear a legend in substantially the following form:
The transferability of this certificate and the shares of common stock represented
by it are subject to the terms and conditions (including conditions of forfeiture)
contained in the 2005 Stock Incentive Plan of Global Traffic Network, Inc. (the
“Company”), and an agreement entered into between the registered owner and the
Company. A copy of the 2005 Stock Incentive Plan and the agreement is on file in the
office of the secretary of the Company.
2. Rights of Director. Upon the execution of this Agreement and issuance of the
Shares, Director shall become a stockholder with respect to the Shares and shall have all of the
rights of a stockholder with respect to the Shares, including the right to vote the Shares and to
receive all dividends and other distributions paid with respect to the Shares; provided, however,
that the Shares shall be subject to the restrictions set forth in paragraph 3 of this Agreement.
Notwithstanding the preceding paragraph, the Company’s compensation committee may, in its
discretion, instruct the Company to withhold any stock dividends or stock splits issued on or with
respect to Shares that are subject to the restrictions provided for in paragraph 3 of this
Agreement, which stock dividends or splits shall also be subject to the restrictions provided for
in paragraph 3 of this Agreement.
3. Restrictions. Director agrees that, in addition to the restrictions set forth in
the Plan, at all times prior to the vesting of the Shares as contemplated by paragraph 4 hereof:
(a) Director shall not sell, transfer, pledge, hypothecate or otherwise encumber the
Shares; and
(b) In the event that Director ceases to be either a member of the Company’s Board of
Directors (for any reason or no reason, and regardless of whether ceasing to be a member of
the Company’s Board of Directors is voluntary or involuntary on the part of Director) or
employed by or engaged as a consultant to the Company, then, subject to paragraphs 4 and 5
hereof, Director shall, for no consideration, forfeit and transfer to the Company all of the
Shares that remain subject to the restrictions set forth in this paragraph 3.
4. Lapse of Restrictions. The restrictions set forth in paragraph 3 shall lapse
ratably over a period of three (3) years in equal annual installments, beginning on the one-year
anniversary of the date of this Agreement and continuing on each subsequent anniversary date (the
“Vesting Date”) until the restrictions have lapsed with respect to all of the Shares, as set forth
in the following schedule:
| No. of Shares | Date of Lapse | |
| One Year Anniversary of this Agreement | ||
| Two Year Anniversary of this Agreement | ||
| Three Year Anniversary of this Agreement |
Upon request of Director at any time after the date that the restrictions set forth in
paragraph 3 of this Agreement have lapsed with respect to any of the Shares, and such Shares have
become vested, free and clear of all restrictions, except as provided in the Plan, the Company
shall remove any restrictive notations placed on the books of the Company and the Stock
Certificate(s) in connection with such restrictions.
5. Accelerated Lapsing of Restrictions. Notwithstanding the foregoing, restrictions
set forth in paragraph 3 shall lapse in their entirety on an accelerated basis upon (i) a Change of
Control (as defined below); or (ii) Director ceasing to serve as a member of the Board prior to the
three year anniversary of the date of this Agreement for a reason other than death, disability, or
Director’s voluntary resignation (which shall include without limitation Director’s voluntary
election not to stand for re-election to the Board). For purposes of this Section 5, a “Change in
Control” shall mean (a) any merger, consolidation, reorganization or other business combination
where the individuals or entities who constituted the Company’s stockholders immediately prior to
the combination will not immediately after the combination own at least 50% of the voting
securities of the business resulting from the combination; (b) the sale, lease, exchange or other
transfer of all or substantially all the assets of the Company to any individual, entity or group
not affiliated with the Company; (vi) the liquidation or dissolution of the Company; or (vii) the
occurrence of any other event by which the Company no longer operates as an independent public
company
6. Copy of the Plan. By the execution of this Agreement, Director acknowledges
receipt of a copy of the Plan, the terms of which are hereby incorporated herein by reference and
made a part hereof by reference as if set forth in full.
7. Continuation of Service as Director. Nothing contained in this Agreement shall be
deemed to grant Director any right to continue to serve as a member of the Company’s Board of
Directors for any period of time, nor shall this Agreement be construed as giving Director,
Director’s beneficiaries or any other person any equity or interests of any kind in the assets of
the Company or creating a trust of any kind or a fiduciary relationship of any kind between the
Company and any such person.
8. Withholding of Tax. To the extent that the receipt of the Shares or the lapse of
any restrictions thereon results in income to Director for federal or state income tax purposes,
Director shall deliver to the Company at the time of such receipt or lapse, as the case may be,
such amount of money as the Company may require to meet its withholding obligation under applicable
tax laws or regulations, and, if
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Director fails to do so, the Company is authorized to withhold from any cash or stock
remuneration then or thereafter payable to Director any tax required to be withheld by reason of
such resulting compensation income.
9. Section 83(b) Election. Director understands that Director shall be responsible
for his or her own federal, state, local or foreign tax liability and any of his other tax
consequences that may arise as a result of transactions in the Shares. Director shall rely solely
on the determinations of Director’s tax advisors or Director’s own determinations, and not on any
statements or representations by the Company or any of its agents, with regard to all such tax
matters. Director understands that Section 83 of the Internal Revenue Code of 1986, as amended,
(the “Code”) taxes as ordinary income the difference between the amount paid for the Shares and the
fair market value of the Shares as of the date any restrictions on the Shares lapse. Director
understands that Director may elect to be taxed at the time the Shares are received rather than
when and as the restrictions on the Shares lapse or expire by filing an election under Section
83(b) of the Code with the Internal Revenue Service within 30 days from the date of the
acquisition. In the event Director files an election under Section 83(b) of the Code, such
election shall contain all information required under the applicable treasury regulation(s) and
Director shall deliver a copy of such election to the Company contemporaneously with filing such
election with the Internal Revenue Service. DIRECTOR ACKNOWLEDGES THAT IT IS DIRECTOR’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B) OF THE CODE,
EVEN IF CONSULTANT REQUESTS THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON DIRECTOR’S
BEHALF.
10. General.
(a) This Agreement may be amended only by a written agreement executed by the Company
and Director.
(b) This Agreement and the Plan embody the entire agreement made between the parties
hereto with respect to matters covered herein and shall not be modified except in accordance
with paragraph 9 of this Agreement.
(c) Nothing herein expressed or implied is intended or shall be construed as conferring
upon or giving to any person, firm, or corporation other than the parties hereto, any rights
or benefits under or by reason of this Agreement.
(c) Each party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.
(d) This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same agreement.
(e) This Agreement, in its interpretation and effect, shall be governed by the laws of
the State of New Nevada applicable to contracts executed and to be performed therein.
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In Witness Whereof, the parties have executed this Restricted Stock Agreement to be
effective as of the date first set forth above.
| DIRECTOR: |
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| Name: | ||||
| GLOBAL TRAFFIC NETWORK, INC: |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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