RESTRICTED STOCK AWARD AGREEMENT
10.96
Pursuant
to the Gene Logic Inc. 1997 Equity Incentive Plan, as amended and restated
effective June
1,
2006 (The “Plan”), Gene Logic Inc. (the “Corporation”) hereby grants to the
below named Grantee an award {the “Award”} of Restricted Stock on the Grant Date
and for the number of shares of Common Stock of the Corporation (the “Restricted
Stock”) listed below.
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Name
of Grantee:
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Grant
Date:
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Number
of Shares of Restricted Stock:
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Price
per Share on Grant Date:
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In
consideration of such grant, the Corporation and Grantee agrees as
follows:
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(1)
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The
Restricted Stock is subject to all the terms and
conditions:
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§
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as
set forth herein, including the Vesting Requirements and Forfeiture
Conditions attached as Attachment I,
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§
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of
the Plan (See Attachment II),
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§
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the
Stock Power attached as Attachment III
and
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§
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in
any program, if applicable, attached as Attachment IV (the
“Program”),
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all
of
which are incorporated herein in their entirety.
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(2)
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Vesting
Requirements, Forfeiture Conditions and Transfer Restrictions:
Grantee
acknowledges that:
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(a)
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the
Restricted Stock shall be nontransferable until such shares vest
in
accordance with the requirements herein, including Section 7 and
in
Attachment I hereto and
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(b)
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the
Restricted Stock covered by this Award, and any dividends payable
thereon,
shall be subject to forfeiture as provided herein, including in Section
7
and in Attachment I hereto.
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As
used
herein, “vest” means that all risk of forfeiture has lapsed.
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(3)
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Stock
Power:
Grantee acknowledges that Grantee must execute the Stock Power in
the form
attached as a condition to the receipt of this Award. The Stock Power
provides that the shares of Restricted Stock covered by this Award
shall
be transferred back to the Corporation without any further action
on the
part of the Grantee and without consideration to the Grantee in the
event
the shares of Restricted Stock are
forfeited.
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(4)
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Share
Certificates: Grantee
acknowledges that, although the Restricted Stock shall be registered
on
the Corporation’s books in the name of the Grantee as of the Grant Date,
physical possession or custody of any share certificate(s) (or any
electronic record of ownership) shall be retained by the Corporation
or
its transfer agent until such time as the shares of Restricted Stock
are
vested (i.e. until all risk of forfeiture has lapsed) and until the
Corporation has recovered an amount sufficient to satisfy any applicable
withholding tax requirements as specified in Section 5 below. While
in its
possession, the Corporation reserves the right to place a legend
on any
share certificate(s) restricting the transferability of such
certificate(s) (and to similarly restrict transfer of any Shares
reflected
on any electronic records) and referring to the terms and conditions
herein (including forfeiture). In lieu of issuance of a paper stock
certificate, the shares may be registered with the Corporation’s transfer
agent and be held electronically.
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1
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(5)
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Dividends
and Voting Rights: If
any dividends are issued with regard to the Restricted Stock covered
by
this Award prior to vesting of such Award, Grantee agrees that the
Corporation shall retain such dividends until the Award vests and
such
dividends shall be subject to the same conditions of forfeiture as
the
Award. If all or part of the Award vests, that portion of the retained
dividends applicable to the portion of the Award that vested shall
be paid
to Grantee. While this Award is outstanding but prior to vesting,
the
Grantee shall have the rights as a stockholder to vote the shares
covered
by this Award with respect to any matter presented to the Corporation’s
shareholders for a vote with a record date that precedes the date
of any
forfeiture, but such voting rights shall be forfeited with respect
to any
part of the Award that is forfeited for any vote with a record date
occurring on or after the date of forfeiture.
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(6)
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Tax
Withholding:
Grantee acknowledges that Grantee is fully responsible for any tax
obligations resulting from vesting or sale of the Restricted Stock
granted. If Grantee makes no election, Grantee will be required to
pay
withholding tax at the time all risk of forfeiture expires and such
tax
will be based on the value of the Restricted Stock at such time;
alternatively, Grantee may be able to make an election under Section
83(b)
of the Internal Revenue Code (the “Code”) to pay the withholding tax
currently, based on the present value of the Restricted Stock, but
with no
right to recover such tax payment if the Restricted Stock is subsequently
forfeited. The Corporation advises the Grantee to seek tax advice
or legal
counsel from Grantee’s personal tax or legal advisor with regard to his or
her tax obligations and whether an election should be filed by Grantee
under Internal Revenue Code section 83(b). A partially completed
Section
83(b) election is attached as Exhibit B as a convenience to Grantee.
However, Grantee acknowledges that it is solely the obligation of
the
Grantee to determine whether to file a Section 83(b) election and
to
properly complete and timely and properly file such election if Grantee
determines to file one.
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At
the
time any of the Award of Restricted Stock vests (or on the date the Participant
files a timely and valid election under Section 83 (b) of the Code) as to such
shares, Grantee acknowledges and agrees that the Corporation will require
Grantee to provide an amount sufficient to satisfy any applicable withholding
tax requirements related thereto or, in Corporation’s sole discretion, may
instead withhold from any of Grantee’s compensation from the Corporation, or
withhold and thereby forfeit sufficient shares of the Restricted Stock Award
valued at then current market price to equal, an amount sufficient to satisfy
any applicable minimum statutory withholding tax requirements related thereto.
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(7)
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Vesting:
The
Restricted Stock shall vest when all conditions for vesting have
been met
and all risk of forfeiture has lapsed. Unless otherwise agreed by
the
Board of Directors, if Grantee’s position as a full-time employee of the
Corporation terminates prior to vesting, the portion of the Award
that has
not vested will be forfeited. However, if a potential event necessary
for
vesting has occurred prior to termination of full-time employment,
the
fact that the Board has not yet made a determination with regard
to such
event prior to termination of employment at the time of termination
of
such employment shall not cause any portion of an Award to be forfeited
if
the Board subsequently determines that such event satisfies the condition
for vesting. The Restricted Stock is also subject to the Vesting
Requirements and Forfeiture Conditions in Attachment I
hereto.
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2
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(8)
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Additional
Terms/Acknowledgements: Grantee
acknowledges receipt of, and understands and agrees to, the terms
and
conditions of this Grant Agreement, the Plan, the Program (if
applicable),
and
the Stock Power. Grantee further acknowledges that as of the Grant
Date,
this Grant Agreement, the Program, the Plan and the Stock Power set
forth
the entire understanding between Grantee and the Corporation with
respect
to the Restricted Stock and supersede all prior oral and written
agreements on the subject.
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IN
WITNESS WHEREOF,
the
Corporation has caused this Restricted Stock Award Agreement to be signed by
its
duly authorized officer, and the Grantee has signed this Restricted Stock Award
Agreement and affixed the Grantee’s seal, on this ___ day of ____________,
2007.
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GRANTEE
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By:
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Signature:
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(SEAL)
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Print
Name:
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Title:
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Attachment
I—Vesting Requirements and Forfeiture Conditions
Attachment
II—1997 Equity Inventive Plan as Amended and Restated
Attachment
II—Stock Power
Attachment
IV—Restricted Stock Program (if
applicable)
Exhibit
A—Form of Election, Pursuant to Section 83(b)
Exhibit
B—Cover Letter for Submitting Section 83(b) Election
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