EXHIBIT 4.3
LION, INC.
RESTRICTED STOCK AGREEMENT
This Agreement is made as of the Grant Date (as defined in section
1.0), by and between the Participant (as defined in section 1.0) and LION, Inc.,
a Washington corporation (the "Company").
Whereas, the Company maintains the 2005 Stock Incentive Plan (the
"Plan"), which is incorporated into and forms a part of this Agreement, and the
Participant has been selected by the board of directors or the committee
administering the Plan (the "Committee") to receive a Restricted Stock award
under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1.0 TERMS OF AWARD
1.1 The following terms used in this Agreement shall have the
meanings set forth in this paragraph 1.0:
(a) The "Participant" is _________________________________________
(b) The "Grant Date" is _________________________________________
(c) The "Restricted Period" is the period beginning on the Grant
Date and ending on __________________________________, subject
to the vesting schedule in Section 5.0 below.
(d) The number of shares of "Restricted Stock" awarded under this
Agreement shall be ________________________________ shares.
Shares of "Restricted Stock" are shares of Stock granted under
this Agreement and are subject to the terms of this Agreement
and the Plan.
Other terms used in this Agreement are defined pursuant to paragraph 6
or elsewhere in this Agreement. Unless otherwise defined in this Agreement, the
terms defined in the Plan shall have the same defined meanings in this
Agreement.
2.0 AWARD
2.1 The Participant is hereby granted the number of shares of
Restricted Stock set forth in paragraph 1.0.
3.0 DIVIDENDS AND VOTING RIGHTS
3.1 The Participant shall be entitled to receive any dividends
paid with respect to shares of Restricted Stock that become payable during the
Restricted Period; PROVIDED, HOWEVER, that no dividends shall be payable to or
for the benefit of the Participant for shares of Restricted Stock with respect
to record dates occurring prior to the Grant Date, or with respect to record
dates occurring on or after the date, if any, on which the Participant has
forfeited those shares of Restricted Stock. The Participant shall be entitled to
vote the shares of Restricted Stock during the Restricted Period to the same
extent as would have been applicable to the Participant if the Participant was
then vested in the shares; PROVIDED, HOWEVER, that the Participant shall not be
entitled to vote the shares with respect to record dates for such voting
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rights arising prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Participant has forfeited
the shares of Restricted Stock.
4.0 DEPOSIT OF SHARES OF RESTRICTED STOCK
4.1 Each certificate issued in respect of shares of Restricted
Stock granted under this Agreement shall be registered in the name of the
Participant and shall be deposited in escrow with the Secretary of the Company.
The grant of Restricted Stock is conditioned upon the Participant endorsing in
blank an Assignment Separate from Certificate for the Restricted Stock in the
form of Exhibit A. The deposited certificates, together with any other assets or
securities from time to time deposited with the Company pursuant to the
requirements of this Agreement, shall remain in escrow until such time or times
as the certificates (or other assets and securities) are to be released or
otherwise surrendered for cancellation in accordance with Section 5. Upon
delivery of the certificates (or other assets and securities) to the Company,
the Owner shall be issued an instrument of deposit acknowledging the number of
shares of Restricted Stock (or other assets and securities) delivered in escrow
to the Secretary of the Company.
5.0 VESTING; TRANSFER AND FORFEITURE OF SHARES
5.1 If the Participant's Date of Termination (as defined below)
does not occur during the Restricted Period with respect to any shares of
Restricted Stock, then, at the end of the Restricted Period for such shares, the
Participant shall become fully vested in those shares of Restricted Stock, and
shall own the shares free of all restrictions otherwise imposed by this
Agreement. Provided the Participant continues to be an Eligible Recipient,
Participant shall become vested in the shares of Restricted Stock, and become
owner of the shares free of all restrictions otherwise imposed by this
Agreement, prior to the end of the Restricted Period, in accordance with the
following provisions:
(a) The Participant shall not acquire any vested interest in any
shares of Restricted Stock during the initial twelve (12)
month period measured from the Grant Date.
(b) Upon the expiration of the initial twelve (12) month period
measured from the Grant Date, the Participant shall acquire a
vested interest in that number of shares of Restricted Stock
equal to twenty-five percent (25%) of the Restricted Stock.
(c) From and after the expiration of the initial twelve (12) month
period measured from the Grant Date, the Participant shall
acquire a vested interest in the remaining shares of
Restricted Stock in a series of successive annual installments
each equal to twenty-five percent (25%) of the Restricted
Stock.
(d) The Participant shall become vested in the shares of
Restricted Stock as of the Participant's Date of Termination
prior to the date the Restricted Stock would otherwise become
vested, if the Participant's Date of Termination occurs by
reason of the Participant's death or Disability.
(e) The Participant shall become vested in the shares of
Restricted Stock as of the date of a Change in Control, if the
Change in Control occurs prior to the end of the Restricted
Period, and the Participant's Date of Termination does not
occur before the Change in Control date.
5.2 Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered until the expiration of the
Restricted Period or, if earlier, until the Participant is vested in the
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shares. Except as otherwise provided in this paragraph 5.0, if the Participant's
Date of Termination occurs during the Restricted Period, the Participant shall
forfeit the Restricted Stock as of the Participant's Date of Termination.
6.0 DEFINITIONS
6.1 For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
(a) CHANGE IN CONTROL. The term "Change in Control" means an event
involving one transaction or a related series of transactions in which one of
the following occurs: (i) the Company issues securities equal to 50% or more of
the Company's issued and outstanding voting securities, determined as a single
class, to any individual, firm, partnership or other entity, including a "group"
within the meaning of section 13(d)(3) of the Securities Exchange Act of 1934;
(ii) the Company issues securities equal to 50% or more of the issued and
outstanding common stock of the Company in connection with a merger,
consolidation or other business combination; (iii) the Company is acquired in a
merger or other business combination transaction in which the Company is not the
surviving company; or (iv) all or substantially all of the Company's assets are
sold or transferred.
(b) DATE OF TERMINATION. The Participant's "Date of Termination"
shall be the first day occurring on or after the Grant Date on which the
Participant is either: (a) not employed by the Company or any Subsidiary, or (b)
is no longer an Eligible Person under the Plan who, in the opinion of the
Committee, is rendering valuable services to the Company or any Subsidiary,
regardless of the reason for the termination of employment or services; provided
that a termination of employment shall not be deemed to occur by reason of a
transfer of the Participant between the Company and a Subsidiary or between two
Subsidiaries; and further provided that the Participant's employment shall not
be considered terminated while the Participant is on a leave of absence from the
Company or a Subsidiary approved by the Participant's employer. If, as a result
of a sale or other transaction, the Participant's employer ceases to be a
Subsidiary (and the Participant's employer is or becomes an entity that is
separate from the Company), and the Participant is not, at the end of the 30-day
period following the transaction, employed by the Company or an entity that is
then a Subsidiary, then the occurrence of such transaction shall be treated as
the Participant's Date of Termination caused by the Participant being discharged
by the employer.
(c) DISABILITY. Except as otherwise provided by the Committee, the
Participant shall be considered to have a "Disability" during the period in
which the Participant is unable, by reason of a medically determinable physical
or mental impairment, to engage in any substantial gainful activity, which
condition, in the opinion of a physician selected by the Committee, is expected
to have a duration of not less than 120 days.
(d) PLAN DEFINITIONS. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.
7.0 HEIRS AND SUCCESSORS
7.1 This Agreement shall be binding upon, and inure to the benefit
of, the Company and its successors and assigns, and upon any person acquiring,
whether by merger, consolidation, purchase of assets or otherwise, all or
substantially all of the Company's assets and business. If any rights of the
Participant or benefits distributable to the Participant under this Agreement
have not been exercised or distributed, respectively, at the time of the
Participant's death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in
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accordance with the provisions of this Agreement and the Plan. The "Designated
Beneficiary" shall be the beneficiary or beneficiaries designated by the
Participant in a writing filed with the Committee in such form and at such time
as the Committee shall require. If a deceased Participant fails to designate a
beneficiary, or if the Designated Beneficiary does not survive the Participant,
any rights that would have been exercisable by the Participant and any benefits
distributable to the Participant shall be exercised by or distributed to the
legal representative of the estate of the Participant. If a deceased Participant
designates a beneficiary and the Designated Beneficiary survives the Participant
but dies before the Designated Beneficiary's exercise of all rights under this
Agreement or before the complete distribution of benefits to the Designated
Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.
8.0 ADMINISTRATION
8.1 The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.
9.0 PLAN GOVERNS
9.1 Notwithstanding anything in this Agreement to the contrary,
the terms of this Agreement shall be subject to the terms of the Plan, a copy of
which may be obtained by the Participant from the office of the Secretary of the
Company.
10.0 AMENDMENT
10.1 This Agreement may be amended by written agreement of the
Participant and the Company, without the consent of any other person.
IN WITNESS WHEREOF, the Participant has executed this Agreement, and
the Company has caused this Agreement to be executed in its name and on its
behalf, all as of the Grant Date.
LION, Inc. PARTICIPANT
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By:
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Printed Name
Address:
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EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Agreement (the
"Agreement"), ________________ hereby sells, assigns and transfers unto LION,
Inc., a Washington corporation ("Assignee"), _______________ ( _____________)
shares of the Common Stock of the Assignee, standing in the undersigned's name
on the books of said corporation represented by Certificate No. herewith and
does hereby irrevocably constitute and appoint _________________________________
as attorney-in-fact to transfer the said stock on the books of the within named
company with full power of substitution in the premises. This Assignment may be
used only in accordance with and subject to the terms and conditions of the
Agreement, in connection with the forfeiture of shares of Common Stock of said
corporation issued to the undersigned pursuant to the Agreement, and only to the
extent that such shares remain unvested and subject to forfeiture under the
Agreement.
Dated: ________________________
Signature __________________________
Signature __________________________
