Restricted Stock Agreement
MRU
HOLDINGS, INC.
2004
INCENTIVE PLAN
________________________________
________________________________
THIS
Restricted Stock Agreement (the "Agreement") dated as of [
],
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 be granted shares of Restricted Stock 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.
The Company hereby awards to Employee on this date, [ ]
shares of its common stock, par value $.001 ("Stock"), subject to
the
terms and conditions set forth in this Agreement (the
"Award").
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2.
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Issuance
of Share Certificates or Book Entry Record.
The Company shall, as soon as administratively feasible after execution
of
this Agreement by the Employee, either (1) issue one or more certificates
in the name of the Employee representing the shares of Restricted
Stock
covered by this Award, or (2) direct the Company's transfer agent
for the
Stock to make a book entry record showing ownership for the Restricted
Stock in the name of the Employee, subject to the terms and conditions
of
the Plan and this Agreement. If the Restricted Stock vests, upon
satisfaction of any tax withholding requirements, the Employee’s
Restricted Stock will be reflected on the Company’s books and records as
vested Stock. The Employee may request a physical certificate for
the
Employee’s vested Stock, and the Committee, in its discretion, may honor
such request.
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3.
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Custody
of Share Certificates During the Restriction Period.
In the event that the Company issues one or more certificates for
the
Restricted Stock covered by this Award in lieu of book entry, during
the
Restriction Period described below:
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(a)
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The
certificate or certificates shall bear the following
legend:
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"The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of the 2004
Incentive Plan and a Restricted Stock Agreement. Copies of such Plan and
Restricted Stock Agreement are on file at the headquarters offices of MRU
Holdings, Inc."
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(b)
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The
certificates shall be held in custody by the Company until the
restrictions set forth herein shall have lapsed;
and
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(c)
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As
a condition to receipt of this Award, the Employee hereby authorizes
the
Company to issue such instructions to the transfer agent as the Company
may deem necessary or proper to comply with the intent and purposes
of
this Agreement and the Plan, including their provisions regarding
forfeiture, and that this paragraph shall be deemed to constitute
the
stock power, endorsed in blank, allowing the Company to instruct
its
transfer agent to cancel any certificate representing shares that
are
forfeited by the Employee pursuant to the terms of the Plan or this
Agreement.
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4.
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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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5.
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Restriction
Period.
The Restriction Period for the Restricted Stock 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 shares indicated
below, on the date when the Restricted Stock 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 shares
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Second
anniversary of the date of this
Agreement
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[
]% of the awarded shares
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Third
anniversary of the date of this
Agreement
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[
]% of the awarded shares
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During
the Restriction Period, the Employee shall not be permitted to sell, assign,
transfer, pledge or otherwise encumber the Restricted Stock awarded
herein.
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6.
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Section
83(b) Election Notice.
If the Employee makes an election under Section 83(b) of the Internal
Revenue Code of 1986 (the “Code”), as amended, with respect to the Stock
underlying the Employee’s Restricted Stock (a “Section
83(b) election”),
the Employee agrees to provide a copy of such election to the Company
within 10 days after filing that election with the Internal Revenue
Service. Exhibit
B
contains a suggested form of Section 83(b)
election.
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7.
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Stockholder
Rights.
Subject to the restrictions imposed by this Agreement and the Plan,
the
Employee shall have, with respect to the Restricted Stock covered
by this
Award, all of the rights of a stockholder of the Company holding
Stock,
including the right to vote the shares and the right to receive any
cash
dividends.
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2
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8.
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Forfeiture
of Stock.
Upon the Employee's Termination of Employment during the Restriction
Period, all shares of Stock 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
Restricted Stock covered by this
Award.
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9.
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Change
in Control.
In the event of a Change in Control, all shares of Stock covered
by this
Award shall become free of all restrictions and become fully vested
and
transferable.
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10.
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Delivery
of Stock.
If and when the Restriction Period expires for a share or shares
of
Restricted Stock without a prior forfeiture, the Company will deliver
certificate(s) for such share(s) to the
Employee.
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11.
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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 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
C
(the “Designation
of Death Beneficiary”)
and delivering an executed copy of the Designation of Beneficiary
to the
Company. To the extent the Employee does not duly designate a beneficiary
who survives the Employee, the Employee’s estate will automatically be the
Employee’s beneficiary.
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12.
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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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13.
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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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14.
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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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3
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15.
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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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16.
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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 Award if a copy of this Agreement is not signed
and
returned to the Company.
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17.
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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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18.
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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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19.
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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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20.
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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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21.
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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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22.
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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
______________________
6
EXHIBIT
B
MRU
HOLDINGS, INC.
2004
INCENTIVE PLAN
_______________________________
Section
83(b) Election Form
______________________________
Attached
is an Internal Revenue Code Section 83(b) Election Form. IF
YOU WISH TO MAKE A SECTION 83(b) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER
THE DATE THE RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO
YOU.
In
order to make the election, you must completely fill out the attached form
and
file one copy with the Internal Revenue Service office where you file your
tax
return. In addition, one copy of the statement also must be submitted with
your
income tax return for the taxable year in which you make this election. Finally,
you also must submit a copy of the election form to the Company within 10 days
after filing that election with the Internal Revenue Service. A Section 83(b)
election normally cannot be revoked.
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MRU
HOLDINGS, INC.
2004
INCENTIVE PLAN
________________________________________________________
Election
to Include Value of Restricted Stock in Gross Income
in
Year of Transfer Under Internal Revenue Code Section 83(b)
_________________________________________________________
Pursuant
to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days
after receiving the property described herein to be taxed immediately on its
value specified in item 5 below.
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My
General Information:
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Name:
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Address:
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S.S.N.
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or
T.I.N.:
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Description
of the property with respect to which I am making this
election:
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____________________
shares of ___________ stock of MRU Holdings, Inc. (the “Restricted
Stock”).
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3.
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The
Restricted Stock was transferred to me on ______________ ___, 20__.
This
election relates to the 20____ calendar taxable year.
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| 4. |
The
Restricted Stock is subject to the following
restrictions:
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The
Restricted Stock is forfeitable until they are earned in accordance with the
MRU
Holdings, Inc. 2004 Incentive Plan, as amended (the “Plan”)
and
the Restricted Stock Agreement (“Agreement”)
made
pursuant to the Plan. The Restricted Stock generally is not transferable until
my interest becomes vested and nonforfeitable, pursuant to the Agreement and
the
Plan.
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| 5. |
Fair
market value:
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The
fair
market value at the time of transfer (determined without regard to any
restrictions other than restrictions which by their terms never will lapse)
of
the Restricted Stock with respect to which I am making this election is $_____
per share.
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Amount
paid for Restricted Stock:
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The
amount I paid for the Restricted Stock is $____ per share.
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Furnishing
statement to employer:
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A
copy of
this statement has been furnished to my employer, ______________. If the
transferor of the Restricted Stock is not my employer, that entity also has
been
furnished with a copy of this statement.
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Agreement
or Plan not affected:
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Nothing
contained herein shall be held to change any of the terms or conditions of
the
Agreement or the Plan.
Dated:
____________ __, 200_.
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Taxpayer
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EXHIBIT
C
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 Holding, 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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