Restricted Stock Unit Award Agreement for Directors HENNESSY ADVISORS, INC.
Exhibit 10.2
Restricted Stock Unit Award Agreement for Directors
XXXXXXXX ADVISORS, INC.
2001 OMNIBUS PLAN
RESTRICTED SHARE UNIT AWARD
| [Name] |
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| [Address] |
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| [Telephone]: |
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Dear :
You have been granted an award of restricted share units under the Xxxxxxxx Advisors, Inc. 2001 Omnibus Plan (the “Plan”) with the following terms and conditions:
| Grant Date: | , 2006 | |
| Number of Restricted Share Units: | ( ) Units | |
| Vesting Schedule: | Twenty-five percent (25%) of your Restricted Share Units will vest on each of the first four anniversaries of the Grant Date, provided you are serving on the Board of Directors of the Company on the applicable vesting date.
If your service as a Board member terminates prior to the date your Restricted Share Units are vested as a result of death or Total Disability, or if your service as a Board member terminates on or after your Normal Retirement Age with a minimum of two years of service provided to the Company as a Board member, your Restricted Share Units will become fully vested on such date of termination. For this purpose, “Total Disability” means permanent and total disability within the meaning of Code Section 22(e)(3); and “Normal Retirement Age” means age sixty (60).
Upon any other termination of service from the Board prior to the date the Restricted Share Units are vested, the Restricted Share Units will be forfeited. | |
| Issuance of Certificates: | As soon as practicable after your Restricted Share Units vest, the Company will issue in your name certificate(s) for a number of Shares equal to the number of Restricted Stock Units that have vested. | |
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| Transferability of Shares: |
By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. | |
| Rights as Shareholder: | You will not be deemed for any purposes to be a shareholder of the Company with respect to any of the Restricted Share Units unless and until a stock certificate is issued therefor upon vesting of the units. | |
| Transferability of Award: | You may not transfer or assign this Award for any reason, other than under your will or as required by intestate laws. Any attempted transfer or assignment will be null and void. | |
| Change of Control: | Upon a Change of Control, all Restricted Share Units shall become vested in full provided you are a member of the Board on the date of such Change of Control. The remaining terms of the Award shall remain in effect without change. | |
| Miscellaneous: | • The existence of this Award shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock senior to or affecting the common stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.
• As a condition of the granting of the Restricted Share Units, you agree, for yourself and your legal representatives or guardians, that this Agreement shall be interpreted by the Board and that any interpretation by the Board of the terms of this Agreement and any determination made by the Board pursuant to this Agreement shall be final, binding and conclusive.
• This Agreement may not be amended or modified except with your and the Company’s written consent.
• This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to contracts made and to be performed therein between residents thereof. | |
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This Restricted Share Unit Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.
BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN AND THE PROSPECTUS DESCRIBING THE PLAN.
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| Authorized Officer | Recipient |
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