APPLIED DIGITAL SOLUTIONS, INC. STOCK AWARD AGREEMENT
Exhibit
10.110
This
STOCK AWARD AGREEMENT (the “Agreement”) is made as of [insert grant date] (the
“Grant Date”) between APPLIED DIGITAL SOLUTIONS, INC. a Missouri corporation
(the “Company”) and [insert name of Grantee] (the “Recipient”).
Background
Information
A. The
Board
of Directors (the “Board”) and shareholders of the Company previously adopted
the Applied Digital Solutions, Inc. [1999/2003] Flexible Executive Stock
Plan
(the “Plan”).
B. Section
18.1 of the Plan provides that the Committee shall have the right to grant
shares of Company common stock based on certain conditions, subject to the
terms
and conditions of the Plan and any additional terms provided by the Committee.
The Committee has made a grant of shares of Company common stock (“Stock”) to
the Recipient as of the Grant Date pursuant to the terms of the Plan and
this
Agreement.
C. The
Recipient desires to accept the grant of shares of Company common stock and
agrees to be bound by the terms and conditions of the Plan and this
Agreement.
Agreement
1. Stock.
Subject
to the terms and conditions provided in this Agreement and the Plan, the
Company
hereby grants the Recipient [insert applicable number] shares of common stock
of
the Company (the “Stock”) as of the Grant Date.
2. Vesting.
The
Stock is considered eligible for trading and vested on the Grant
Date.
3. Tax
Payment Upon Vesting.
The
Recipient (or his/her personal representative) must
satisfy his federal, state and local, if any, withholding taxes imposed by
reason of the grant of the Stock. The Recipient may satisfy this withholding
obligation by paying to the Company the full amount of the withholding
obligation in cash or check acceptable to the Company. If the Recipient fails
to
make such payment of the withholding taxes to the Company within five (5)
days
after the occurrence of the Grant Date, the
Recipient’s actual number of shares of Stock shall be reduced by the smallest
number of whole shares of common stock of the Company which, when multiplied
by
the fair market value of the common stock on the Grant Date, is sufficient
to
satisfy the amount of the withholding tax obligations imposed on the Company
by
reason of the grant of the Stock.
4. No
Effect on Service.
Nothing
in the Plan or this Agreement shall confer upon the Recipient the right to
continue in the service of the Company or Affiliates or affect any right
which
the Company may have to terminate the service of the Recipient regardless
of the
effect of such termination of service on the rights of the Recipient under
the
Plan or this Agreement.
5. Governing
Laws.
This
Agreement shall be construed and enforced in accordance with the local laws
of
the State of Florida applicable to agreements to be executed and performed
wholly within
said
state, and shall inure to the benefit of, and be binding upon, the parties
hereto and their heirs, personal representatives, successors and assigns.
The
parties further agree that in any dispute between them relating to this
Agreement, exclusive jurisdiction shall be in the trial courts located within
Palm Beach County, Florida, any objections as to jurisdiction or venue in
such
court being expressly waived.
6. Successors.
This
Agreement shall inure to the benefit of the heirs, legal representatives,
successors and permitted assigns of the Company and Recipient.
7. Notice.
Any
notice that either party hereto may be required or permitted to give to the
other shall be in writing, and may be delivered personally or by mail, postage
prepaid, addressed as follows: to the Chief Financial Officer of the Company,
or
to the Company (attention of the Chief Financial Officer), at Applied Digital
Solutions, Inc
0000
Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxx 00000,
or at
any other address as the Company may designate in writing from time to time;
to
the Recipient, at the Recipient’s address as set forth under his signature
below, or at any other address as the Recipient, by notice to the Company,
may
designate in writing from time to time.
8. Severability.
In the
event that any one or more of the provisions or portion thereof contained
in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, the same shall not invalidate or otherwise
affect
any other provisions of this Agreement, and this Agreement shall be construed
as
if the invalid, illegal or unenforceable provision or portion thereof had
never
been contained herein.
9. Entire
Agreement; Modifications to Agreement.
Subject to the terms and conditions of the Plan, which are incorporated herein
by reference, this Agreement expresses the entire understanding and agreement
of
the parties hereto with respect to such terms, restrictions and limitations.
The
Committee may amend or terminate any (or all) of the provisions of this
Agreement at any time prior to the date on which any of the shares of Stock
shall have vested with the Recipient pursuant to the terms hereof.
10. Headings.
Section headings used herein are for convenience of reference only and shall
not
be considered in construing this Agreement.
11. Specific
Performance.
In the
event of any actual or threatened default in, or breach of, any of the terms,
conditions and provisions of this Agreement, the party or parties who are
thereby aggrieved shall have the right to specific performance and injunction
in
addition to any and all other rights and remedies at law or in equity, and
all
such rights and remedies shall be cumulative.
12. Resolution
of Disputes.
Any
determination or interpretation by the Committee shall be final, binding
and
conclusive on all persons affected thereby.
IN
WITNESS WHEREOF, the Company has executed this Agreement as of the Date of
Grant
set forth above.
| APPLIED DIGITAL SOLUTIONS, INC. | |
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By:__________________________________
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Name:
_______________________________
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Title:
________________________________
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Recipient:
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[Insert
Name of Grantee]
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Address:
[Insert Address of Grantee]
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