CHYRON CORPORATION RESTRICTED STOCK UNIT AWARD
CHYRON
CORPORATION
2008
LONG TERM INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AGREEMENT
(this “Agreement”), effective as of the 9th day of November, 2009 (the “Grant
Date”), is between CHYRON CORPORATION, a Delaware corporation, (the “Company”),
and
(the “Participant”).
WHEREAS, on May 14, 2008, the Company
adopted the Chyron Corporation 2008 Long Term Incentive Plan (the “Plan”) to
provide a flexible vehicle through which it may offer equity-based compensation
incentives to key personnel of the Company in order to attract, motivate, reward
and retain such personnel and to further align the interests of such personnel
with those of the stockholders of the Company; and
WHEREAS, subject to the satisfaction of
the conditions set forth herein, the Company desires to grant to the Participant
an award of restricted stock units (this “Award”), and the Participant is
willing to accept this Award, upon the terms and conditions set forth in this
Award and the Plan.
NOW, THEREFORE, the parties hereto, in
consideration of the mutual covenants contained herein, agree as
follows:
1. Award. The
Company hereby grants to the Participant
Restricted Stock Units (the “Units”). The Units are notational units of
measurement denominated in shares of the Company’s common stock (“Common
Stock”). Each Unit represents a hypothetical share of Common Stock, subject to
the conditions and restrictions on vesting and transferability set forth in this
Award and in the Plan. The Units will be credited to the Participant in an
unfunded bookkeeping account established for the Participant. The grant of
Restricted Stock Units shall be subject to the terms and provisions of this
Award and of the Plan, which is incorporated herein by reference. Capitalized
terms used herein and not defined in this Agreement shall have the meanings
specified in the Plan.
2. Vesting. The
Units shall initially be unvested. One twelfth (1/12) of the Units will vest on
the first day that the NASDAQ, or any exchange or market on which the Company’s
Common Stock is then trading, is open for trading, in every first month of a
quarter commencing after December 31, 2009. Each 1/12 portion of the Units
vesting shall be referred to as a “Tranche” of Units.
3. Forfeiture of
Units. If a Participant’s employment with the Company
terminates for any reason, any Units that remain unvested as of the date the
termination of the Participant’s employment becomes effective shall be forfeited
immediately without compensation.
4. Settlement. The
Units shall be settled solely by the delivery of shares of Common Stock equal to
the number of Units in which the Participant vests. The Company shall deliver a
number of shares of Common Stock equal to the number of Units vesting in
accordance with the following procedure.
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(a) The
Company shall use its reasonable best efforts to transfer, on or before the date
each Tranche of Units vests in accordance with Section 2, a number of shares of
Common Stock, equal to the number of Units vesting, to a securities broker
selected by the Company in its sole discretion.
(b) The
Company shall direct the broker to execute public sales of a number of shares of
Common Stock in the Participant’s name having a Fair Market Value equal to the
payroll and income withholding taxes required to be withheld from the
Participant as a result of the vesting of the Units, and deliver the proceeds of
the sale to the Company to satisfy the Participant’s payroll and income
withholding tax obligations.
(c) If
the proceeds from the sale of the shares of Common Stock are insufficient to
satisfy the Participant’s payroll and income withholding tax obligations, the
Company shall direct the broker to execute public sales of additional shares of
the Common Stock in the Participant’s name and shall deliver the proceeds of the
sale to the Company until the Participant’s payroll and income withholding tax
obligations are satisfied (based on the Fair Market Value of the Common Stock as
of the date the related Tranche of Units vested).
(d) Any
cash proceeds remaining after the sale of whole shares by the broker to cover
the Participant’s payroll and income tax withholding tax obligations shall
remain in Participant’s sub-account at the broker.
(e) The
Participant shall execute and deliver in a form acceptable to the Company and
the broker selected by the Company a power of attorney and such other documents
as may be required to effectuate the sale of shares of Common Stock by the
broker in accordance with this Section. In the event that the
Participant fails to execute and deliver the power of attorney and other
documents, this Award will terminate prior to the vesting of any portion of the
Participant’s Award.
5. Term. This
Award shall terminate on the earliest of: (i) the date the
Participant’s employment with the Company terminates for any reason; and (ii)
the date on which the last Tranche of the Units vest and the delivery of shares
of the Company’s Common Stock to the Participant in accordance with Section 4 of
this Award.
6. Restrictions on Transfer
before Vesting.
(a) Absent
the Company’s prior written consent, which consent shall be granted or withheld
in the Company’s sole discretion, the Units granted under this Award to the
Participant may not be sold, assigned, transferred, pledged or otherwise
encumbered, whether voluntarily or involuntarily, by operation of law or
otherwise, from the Grant Date until such shares have become vested under
Section 2.
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(b) Consistent
with the foregoing, prior to the delivery to the Participant of shares of Common
Stock in accordance with Section 4 of this Award, no right or benefit under this
Award shall be subject to transfer, anticipation, alienation, sale, assignment,
pledge, encumbrance or charge, whether voluntary, involuntary, by operation of
law or otherwise, and any attempt to transfer, anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If the Participant
attempts to transfer, anticipate, alienate, assign, sell, pledge, encumber or
charge any right or benefit hereunder prior to the delivery to the Participant
of shares of Common Stock in accordance with Section 4 of this Award or if any
creditor shall attempt to subject the same to a writ of garnishment, attachment,
execution, sequestration, or any other form of process of involuntary lien or
seizure, then such attempt shall have no effect and shall be void.
7. Restrictions on Transfer
after Settlement. The transfer or sale of the Common Stock
received by the Participant upon settlement of vested Units in accordance with
Section 4 of this Award shall be subject to the Company’s policy governing
“Securities Trading by Company Personnel” unless a Participant has made a valid
election to transfer or sell the Common Stock in accordance with Rule
10b5-1.
8. Compliance with Laws and
Regulations.
(a) The
Company will not be obligated to issue or deliver shares of Common Stock to the
Participant unless the issuance and delivery of such shares complies with
applicable law, including, without limitation, the Securities Act of 1933, the
Securities Exchange Act of 1934, as amended, applicable state securities law and
the requirements of any stock exchange or market upon which the Common Stock may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) In
connection with the delivery of shares of Common Stock to the Participant
following the vesting of each Tranche of Units, the Participant shall execute
and deliver to the Company such representations in writing as may be requested
by the Company that it may comply with the applicable requirements of federal
and state securities laws.
(c) No shares
of Common Stock will be delivered to the Participant unless and until (i) any
then applicable requirements of state or federal laws and regulatory agencies
shall have been fully complied with to the satisfaction of the Company and its
counsel, and (ii) if required to do so by the Company, the Participant shall
have executed and delivered to the Company a letter of investment intent in such
form and containing such provisions as the Committee may require.
9. Notices. All
notices, requests, demands, waivers, consents, approvals or other communications
pursuant to this Agreement shall be in writing and delivered to the Company at
its principal executive offices, Attention: Secretary, or to the Participant at
the residence address reflected in the records maintained by the
Company.
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10. No Rights of
Stockholder. Neither the Participant nor any legal
representative of the Participant shall be, or have any of the rights and
privileges of, a stockholder of the Company with respect to any shares subject
to the Units except to the extent that certificates for such shares shall have
been issued upon the vesting of the Units as provided for in this Award. To
avoid doubt, Units shall not be eligible to receive any dividends or other
distributions made by the Company on its Common Stock, unless and until
certificates for shares shall have been issued upon the vesting of the Units as
provided for in this Award.
11. No Rights
Conferred. Nothing contained in this Agreement shall confer
upon the Participant any right with respect to the continuation of the
Participant’s employment with the Company or its subsidiaries or interfere in
any way with the right of the Company and its subsidiaries at any time to
terminate the Participant’s employment or to increase or decrease, or otherwise
adjust, the other terms and conditions of the Participant’s
employment.
12. Entire Agreement;
Amendment. This Agreement and the Plan sets forth the entire
understanding of the parties hereto with respect to the subject matter hereof
and may not be amended or supplemented except by a written instrument executed
by each of the parties hereto.
13. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to its principles of conflict of
laws.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer, and the Participant has executed this Agreement, as of
the day and year above written.
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CHYRON
CORPORATION
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PARTICIPANT
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Name:
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Name:
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Title:
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Title:
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